Vesting; Settlement. (a) Subject to subsections (b), (c), (d) and (e) of this Section 3, all Restricted Stock Units shall vest on the third (3rd) anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject to Section 5 below, the Company may cause such number of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date. (b) A pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon the earliest to occur of the following, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until the date of such occurrence: (1) Participant’s death; or (2) Termination of employment due to Disability. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s death or termination of employment due to Disability (as applicable), and the denominator of which is 36. (c) If Participant is an Employee on the Grant Date, a pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirement, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal Retirement.
Appears in 2 contracts
Sources: Global Restricted Stock Unit Grant Agreement (Con-Way Inc.), Global Restricted Stock Unit Grant Agreement (Con-Way Inc.)
Vesting; Settlement. (a) Subject to subsections (b), (c), (d) the Colleague’s continued employment with the Company or any Subsidiary or Designated Associate Company through the Vesting Date and (e) of the other requirements in this Section 33.2, all Restricted Stock Units the Earned Performance Shares shall vest on the third (3rdVesting Date and become payable in accordance with Section 3.2(k) anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject to Section 5 below, the Company may cause such number of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date.
(b) A pro rata In the event of the Colleague’s Termination of Service, any unvested Earned Performance Shares will be forfeited immediately by the Colleague, subject to, and except as otherwise specified in, and subject to the terms and conditions of the other subsections of this Section 3.2.
(c) In the event of the Colleague’s Termination of Service on or after December 31, 2021 and prior to the Vesting Date due to a Qualifying Retirement, the Earned Performance Shares shall vest on the Vesting Date, subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement.
(d) In the event of the Colleague’s Termination of Service prior to the Vesting Date for reasons other than a termination by the Employer for Cause, Good Reason resignation, or Qualifying Retirement, or as otherwise set forth in this Section 3.2, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of all Restricted Stock Units the Earned Performance Shares in a manner that does not contravene the BCA. If no determination is made as of the Termination Date, then the Earned Performance Shares shall, to the extent not then vested, be immediately forfeited by the Colleague.
(e) In the event of the Colleague’s (i) Termination of Service without Cause by the Company or (ii) Termination of Service by the Colleague for Good Reason, in each case, within the 24-month period following the effective date of a Change of Control (including for the avoidance of any doubt, the BCA Effective Date), any Earned Performance Shares shall fully vest.
(f) In the event of the Colleague’s (i) Termination of Service without Cause by the Company or (ii) Termination of Service by the Colleague for Good Reason prior to a Change of Control or after the 24-month period following the effective date of a Change of Control (including for the avoidance of any doubt, the BCA Effective Date), one year of additional service credit will be applied to the Colleague’s period of service. If after giving effect to this additional service credit, the Colleague would have been employed through the Vesting Date, the Colleague will vest in the PRSUs with respect to the Earned Performance Shares.
(g) Except as otherwise set forth in this Section 3.2, in the event of a Change of Control, the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares in a manner that does not contravene the BCA without regard to whether the Earned Performance Shares are assumed or substituted by a successor company.
(h) The Colleague agrees to execute and deliver or electronically accept, in the manner and within the period specified in the Colleague’s online account with the Company’s designated broker/stock plan administrator, the Agreement including any applicable schedules thereto.
(i) The Committee may, in its sole discretion, cancel the PRSUs if anythe Colleague fails to execute and deliver or electronically accept the Agreement and documents within the period set forth in Section 3.2(h).
(j) Notwithstanding anything to the contrary in Section 3.1 or Section 3.2, no PRSUs shall vest prior to the first anniversary of the Grant Date except in the case of the Colleague’s Termination of Service resulting from death or Permanent Disability or in connection with a Change of Control.
(k) Earned Performance Shares that become vested on the Vesting Date shall be delivered on the Vesting Date or within 30 days thereafter. Earned Performance Shares that become vested on an accelerated basis (i) on or prior to the last day of the Performance Period, shall be delivered within 30 days following the date on which have not the performance goal attainment level is determined, but in no event later than 2 1/2 months following the calendar year containing the last day of the Performance Period or (ii) following the last day of the Performance Period, shall be delivered within 30 days following the later of the date the performance goal attainment level is determined or the date of the vesting acceleration event.
(l) Notwithstanding the provisions of Section 3.2(k), if the PRSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) as determined in the sole discretion of the Company and the Colleague is a U.S. Taxpayer, the Earned Performance Shares that become vested shall vest upon be settled on a date within 30 days of the earliest to occur of (i) the followingVesting Date (including in the event of the Colleague’s Qualifying Retirement), provided (ii) the Colleague’s “separation from service” within the meaning of Section 409A of the Code in the event of a Termination of Service in connection with a Change in Control that Participant has been constitutes, a “change in Continuous Service at all times during control event” within the period meaning of U.S. Treas. Regs § 1.409A-3(i)(5), and (iii) the Colleague’s death. In addition, if the PRSUs are Deferred Compensation, the PRSUs are settled on or on a date that is by reference to the Colleague’s separation from service, and the Grant Date until Colleague is a U.S. Taxpayer and a “specified employee,” within the meaning of Section 409A of the Code, on the date the Colleague experiences a separation from service, then the PRSUs shall be settled on the first business day of the seventh month following the Colleague’s separation from service, or, if earlier, on the date of such occurrence:
(1) Participantthe Colleague’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s death or termination of employment due extent such delayed payment is required in order to Disability (as applicable), and the denominator of which is 36.
(c) If Participant is an Employee on the Grant Date, avoid a pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirement, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan prohibited distribution under Section 409A of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal RetirementCode.
Appears in 2 contracts
Sources: Performance Based Restricted Share Unit Agreement (Willis Towers Watson PLC), Performance Based Restricted Share Unit Agreement (Willis Towers Watson PLC)
Vesting; Settlement. (a) Subject to subsections (b)the Associates’ continued employment with the Company, (c)its Subsidiaries, (d) and (e) of this Section 3or a Designated Associate Company through the applicable vesting date, all Restricted Stock Units the Earned Performance Shares shall vest on the third (3rd) anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject according to Section 5 below, the Company may cause such number of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date.schedule that set forth in a Schedule to the Agreement or provided to the Associate through the Associate’s online account with the Company’s designated broker/stock plan administrator, and become payable in accordance with Section 3.3 below:
(b) A pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon In the earliest to occur event of the following, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until the date of such occurrence:
(1) ParticipantAssociate’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal Service with The Company, its Subsidiaries or a Designated Associate Company any unvested Earned Performance Shares will be forfeited immediately by the number of unvested Restricted Stock UnitsAssociate, multiplied by a fractionsubject to, and except as otherwise specified within, the numerator terms and conditions of which is the number of full months elapsing from the Grant Date Sections 3.2(c) to the date of Participant’s death or termination of employment due to Disability (as applicable), and the denominator of which is 363.2(f) below.
(c) If Participant is an Employee In the event of the Associate’s Termination of Service as a result of death or Permanent Disability, the PRSUs shall become fully vested with respect to all Earned Performance Shares on the Grant Termination Date.
(d) In the event of the Associate’s Termination of Service for reasons other than death, Permanent Disability or Cause, the Committee may, in its sole discretion accelerate the vesting of the PRSUs over Earned Performance Shares as to all or a portion of the Earned Performance Shares subject thereto. If no determination is made as of the Termination Date, a pro rata portion of all Restricted Stock Units then the Earned Performance Shares shall, to the extent not then vested, be immediately forfeited by the Associate.
(if anye) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal Unless otherwise determined by the number of unvested Restricted Stock UnitsCommittee, multiplied by a fractionin its sole discretion, the numerator Termination Date for purposes of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirement, this Section 3.2 and the denominator Agreement will be the later of which is 36. “Normal Retirement” means termination (i) the last day of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 the Associate’s active employment with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan of the Company, its Subsidiaries or any Designated Associate Company or (ii) the Employerlast day of any notice period or garden leave, as provided for under the Associate’s employment or Subsidiary service contract or Affiliate local law, provided, however, that in the case of U.S. taxpayers, the Termination Date shall mean a date that will allow the RSU to be exempt from Section 409A of the Code under the “short-term deferral exception.”
(f) In the event of a Change of Control, the PRSUs shall not automatically vest and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company.
(g) The Associate agrees to execute and deliver or electronically accept, in the manner and within the period specified in the Associate’s online account with the Company’s designated broker/stock plan administrator, the Agreement including any applicable Schedules thereto.
(h) The Committee may, in its sole discretion, cancel the PRSUs if the Associate fails to execute and deliver or electronically accept the Agreement and documents within the period set forth in Section 3.2(g) or fails to meet the requirements as applicableset forth in Section 3.1(a) applicable to Participant) equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant and Schedule C to this Agreement.
(i) Earned Performance Shares that become vested in accordance with this Section 3(c) (i.e., the non-pro rata portion) 3.2 shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal Retirementdelivered within one month following the applicable vesting date (which payment schedule is intended to comply with the “short-term deferral” exception from the application of Section 409A of the Code).
Appears in 2 contracts
Sources: Performance Based Restricted Share Unit Award Agreement, Performance Based Restricted Share Unit Award Agreement (Willis Group Holdings PLC)
Vesting; Settlement. (a) Subject to subsections (bthe Associate’s continued employment with the Company or any Subsidiary or Designated Associate Company through the Vesting Date and Sections 3.2(b), (c3.2(c), (d3.2(e) and (e) of this Section 33.2(g), all Restricted Stock Units the Earned Performance Shares shall vest on the third (3rdVesting Date and become payable in accordance with Section 3.2(h) anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject to Section 5 below, the Company may cause such number of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date.:
(b) A pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon In the earliest to occur event of the following, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until the date of such occurrence:
(1) ParticipantAssociate’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal Service with the number of Company or any Subsidiary or Designated Associate Company, any unvested Restricted Stock UnitsEarned Performance Shares will be forfeited immediately by the Associate, multiplied by a fractionsubject to, the numerator of which is the number of full months elapsing from the Grant Date and except as otherwise specified in, and subject to the date of Participant’s death or termination of employment due to Disability (as applicable)terms and conditions of, and the denominator of which is 36Section 3.2(c) below.
(c) In the event of the Associate’s Termination of Service for reasons other than Cause, the Committee may, in its sole discretion accelerate the vesting of the PRSUs over Earned Performance Shares as to all or a portion of the Earned Performance Shares subject thereto. If Participant no determination is an Employee on made as of the Grant Termination Date, a pro rata portion of all Restricted Stock Units then the Earned Performance Shares shall, to the extent not then vested, be immediately forfeited by the Associate.
(if anyd) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal Unless otherwise determined by the number of unvested Restricted Stock UnitsCommittee, multiplied by a fractionin its sole discretion, the numerator Termination Date for purposes of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirement, this Section 3.2 and the denominator Agreement will be the later of which is 36. “Normal Retirement” means termination (i) the last day of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 the Associate’s active employment with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan of the Company, its Subsidiaries or any Designated Associate Company or (ii) the Employerlast day of any notice period or garden leave, as provided for under the Associate’s employment or Subsidiary service contract or Affiliate local law, provided, however, that in the case of U.S. taxpayers, the Termination Date shall mean a date that will allow the RSU to be exempt from Section 409A of the Code under the “short-term deferral exception.”
(as applicablee) In the event of a Change of Control, the PRSUs shall not automatically vest and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company.
(f) The Associate agrees to execute and deliver or electronically accept, in the manner and within the period specified in the Associate’s online account with the Company’s designated broker/stock plan administrator, the Agreement including any applicable schedules thereto.
(g) The Committee may, in its sole discretion, cancel the PRSUs if the Associate fails to Participantexecute and deliver or electronically accept the Agreement and documents within the period set forth in Section 3.2(g).
(h) equal to at least 85 (Earned Performance Shares that become vested in accordance with this Section 3.2 shall be delivered within one month following the Rule of 85). For Vesting Date or such earlier date that the avoidance of doubt, any Restricted Stock Units that do not vest Earned Performance Shares become vested on an accelerated basis pursuant to this Section 3(c) 3.2 hereof (i.e., which payment schedule is intended to comply with the non“short-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal Retirementterm deferral” exception from the application of Section 409A of the Code).
Appears in 1 contract
Sources: Performance Based Restricted Share Unit Award Agreement (Willis Group Holdings PLC)
Vesting; Settlement. (a) Subject to subsections the Executives’ continued employment with the ▇▇▇▇▇▇ Group through the applicable vesting date (set forth in the left column), the Earned Performance Shares shall vest as follows and become payable in accordance with Section 3.2 below: First anniversary of Grant Date 33 % [INSERT DATE] 33 % Second anniversary of Grant Date [INSERT DATE] 34 % Third anniversary of Grant Date [INSERT DATE]
(b) In the event of a termination of the Executive’s employment with ▇▇▇▇▇▇ Group any unvested Earned Performance Shares as of the termination date will be forfeited immediately by the Executive, subject to, and except as otherwise specified within, the terms and conditions of Sections 3.2(c) to 3.2(f) below.
(c) In the event of a termination of the Executive’s employment as a result of death or Permanent Disability, the RSUs shall become fully vested with respect to all Earned Performance Shares on the termination date.
(d) In the event of a termination of the Executive’s employment for reasons other than death, Permanent Disability or Cause, the Committee may, in its discretion accelerate the vesting of the RSUs over Earned Performance Shares as to all or a portion of the Earned Performance Shares subject thereto. If no determination is made as of the date of termination, then the Earned Performance Shares shall, to the extent not then vested be immediately forfeited by the Executive.
(e) Unless otherwise determined by the Committee, in its sole discretion, the termination date for purposes of this Section 3.2 and the Agreement will be the later of (i) the last day of the Executives’s active employment with the Company or any Subsidiary or (ii) the last day of any notice period or garden leave, as provided for under the Executives’ employment or service contract or local law. 6
(f) In the event of a Change of Control (as defined in the Agreement), the RSUs shall not automatically vest and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company.
(g) The Executive agrees to execute and deliver the following agreements or other documents in connection with the grant of the RSUs within the period set forth below:
(i) the Executive must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VI below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement;
(ii) the Executive must execute the form of joint election as described in Schedule B for the United Kingdom and deliver it to his employing company within 45 days of the receipt of this Agreement; and
(iii) the Executive must execute the Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement.
(h) The Committee may, in its sole discretion, cancel the RSUs if the Executive fails to execute and deliver the agreements and documents within the period set forth in Section 3.2(g) or fails to meet the requirements set forth in Section 3.1(a) and Exhibit 1 to the Acceptance Form.
(i) Except as provided herein, Earned Performance Shares that become vested in accordance with this Section 3.2 shall be delivered within one month following the applicable vesting date (which payment schedule is intended to comply with the “short-term deferral” exception from the application of Section 409A of the Code). Subject to Section 7.16 hereof, in the case the Committee exercises its discretion under Section 3.1(c) hereof and the Earned Performance Shares become vested on an accelerated basis pursuant to either Section 3.2 (c), (d) and or (e) of this Section 3), all Restricted Stock Units the Earned Performance Shares underlying the RSUs shall vest be delivered on the third (3rd) anniversary April 1st of the Grant Date, provided that Participant has been in Continuous Service at all times during year following the period from last day of the Grant Date until such dateapplicable Performance Period. Subject to Section 5 belowFinally, the Company may cause such number of Restricted Stock Units shall not be required to vest as may be necessary pay out the Earned Performance Shares to satisfy the Participant unless and until the Participant has paid or made arrangements to pay any Tax-Related Items that may arise before the vesting dateliability in accordance with Section 2.5.
(b) A pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon the earliest to occur of the following, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until the date of such occurrence:
(1) Participant’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s death or termination of employment due to Disability (as applicable), and the denominator of which is 36.
(c) If Participant is an Employee on the Grant Date, a pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirement, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal Retirement.
Appears in 1 contract
Sources: Restricted Share Unit Award Agreement (Willis Group Holdings PLC)
Vesting; Settlement. (a) Subject to subsections (b), (c), (dthe Associate’s continued employment with the ▇▇▇▇▇▇ Group through the applicable vesting date set forth below,Section 3.2(b)-(f) and (e) the terms of this Section 3the Employment Agreement, all Restricted Stock Units the Earned Performance Shares shall vest on the third (3rdas follows and become payable in accordance with Section 3.2(i) anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject to Section 5 below, the Company may cause such number of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date.:
(b) A pro rata portion In the event of all Restricted Stock Units (if any) which have not vested shall vest upon the earliest to occur a termination of the following, provided that Participant has been in Continuous Service at all times during Associate’s employment with the period from the Grant Date until the date of such occurrence:
(1) Participant’s death; or
(2) Termination of employment ▇▇▇▇▇▇ Group due to death or Disability. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is PRSUs shall become fully vested with respect to all Earned Performance Shares on the number of full months elapsing from the Grant Date to the date of Participant’s death or termination of employment due to Disability (as applicable), and the denominator of which is 36date.
(c) If Participant is In the event of a termination of the Associate’s employment with the ▇▇▇▇▇▇ Group by the Company without Cause, by the Associate for Good Reason, or by the Company by delivering a notice of non-renewal to the Associate prior to the end of the Initial Term or first Renewal Term, the Associate shall be treated as having an Employee on additional twelve (12) months of employment as of the Grant Datedate of termination and, a pro rata portion if more favorable to the Associate in terms of all Restricted Stock Units (if any) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fractionPRSUs that vest in connection with the termination of employment, the numerator PRSUs shall be treated as having an employment-based vesting requirement (in lieu of which is the number employment-based vesting requirements set forth in Section 3.2(a) above) of full months elapsing from one-third (1/3rd) of the total Shares underlying the PRSUs on each of the first three (3) anniversaries of the Grant Date to and a deemed Grant Date of April 30th in the date year of Participant’s Normal Retirementgrant, and if earlier than the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age actual Grant Date in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85)such year. For the avoidance of doubt, the performance criteria set forth in Section 3.1(a) and Exhibit 1 to the Acceptance Form, if any, shall remain and any Restricted Stock Units PRSUs for which the employment-based vesting requirement in this Section 3.2 is satisfied shall fully vest if and to the extent such PRSUs become Earned Performance Shares.
(d) In the event of a termination of the Associate’s employment with the ▇▇▇▇▇▇ Group by the Company without Cause, by the Associate for Good Reason, or by the Company by delivering a notice of non-renewal to the Associate prior to the end of the Initial Term, and solely as to the PRSUs that do not vest represent [fifty percent (50%)] of the aggregate equity grants in respect to any fiscal year pursuant to this Section 3(c1(f) of the Employment Agreement during the Initial Term, the Associate shall be treated as having an additional twelve (12) months of employment or service as of the date of termination (i.e., an aggregate of twenty-four (24) months after taking into account Section 3.2(c) above) and, if more favorable to the Associate in terms of the number of PRSUs that vest in connection with the termination of employment, the PRSUs shall be treated as having an employment-based vesting requirement (in lieu of the employment-based vesting requirements set forth in Section 3.2(a) above) of one-third (1/3rd) of the total Shares underlying the PRSUs on each of the first three (3) anniversaries of the Grant Date and a deemed Grant Date of April 30th in the year of grant, if earlier than the actual Grant Date in such year. For the avoidance of doubt, the performance criteria set forth in Section 3.1(a) and Exhibit 1 to the Acceptance Form, if any, shall remain and any PRSUs for which the employment-based vesting requirement in this Section 3.2 is satisfied shall fully vest if and to the extent such PRSUs become Earned Performance Shares.
(e) In the event of a termination of the Associate’s employment with the ▇▇▇▇▇▇ Group by the Company without Cause, by the Associate for Good Reason, or by the Company by delivering a notice of non-pro rata portionrenewal to the Associate prior to the end of the Initial Term or first Renewal Term, in each case within two (2) years following a Change of Control, any employment requirements shall be automaticallywaived but the performance criteria set forth in Section 3.1(a) and Exhibit 1 to the Acceptance Form, if any, shall remain and the PRSUs shall become fully vested with respect to all Earned Performance Shares on the termination date or, if later, on the applicable Certification Date (or as otherwise provided in Section 3.1(e)).
(f) In the event of a termination of the Associate’s employment with the ▇▇▇▇▇▇ Group by concurrent with or after the expiration of the Term (as defined in the Employment Agreement), the Associate shall be treated as having an additional twenty four (24) months of employment as of the date of termination and, if more favorable to the Associate, the PRSUs shall be treated as having an employment-based vesting requirement (in lieu of the employment-based vesting requirements set forth in Section 3.2(a) above) of one-third (1/3rd) of the total Shares underlying the PRSUs on each of the first three (3) anniversaries of the Grant Date and a deemed Grant Date of April 30th in the year of grant, if earlier than the actual Grant Date in such year. For the avoidance of doubt, the performance criteria set forth in Section 3.1(a) and Exhibit 1 to the Acceptance Form, if any, shall remain and any PRSUs for which the employment-based vesting requirement in this Section 3.2 is satisfied shall fully vest if and to the extent such PRSUs become Earned Performance Shares.
(g) In the event of a termination of the Associate’s employment with the ▇▇▇▇▇▇ Group by an employer in the ▇▇▇▇▇▇ Group for Cause or by the Associate without Good Reason, any unvested Earned Performance Shares will be immediately forfeited by the Associate.
(h) The Associate agrees to execute and irrevocably forfeited upon Participantdeliver or electronically accept, in the manner and within the period specified in the Associate’s Normal Retirementonline account with the Company’s designated broker/stock plan administrator, the Agreement including any applicable Schedules thereto.
(i) The Committee may, in its sole discretion, cancel the PRSUs if the Associate fails to execute and deliver or electronically accept the Agreement and applicable Schedules within the period set forth in Section 3.2(h) or fails to meet the requirements as set forth in Section 3.1(a) and Schedule C to this Agreement.
(j) Earned Performance Shares that become vested in accordance with this Section 3.2 shall be delivered within one (1) month following the applicable vesting date.
Appears in 1 contract
Vesting; Settlement. (a) Subject to subsections (b), (c), (d) the Colleague’s continued employment with the Company or any Subsidiary or Designated Associate Company through the applicable Vesting Date and (e) of the other requirements in this Section 33.2, all Restricted Stock Units a number equal to 1/12ths of the Earned Performance Shares shall vest on the third (3rdand become payable in accordance with Section 3.2(h) anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject to Section 5 below, the Company may cause such number of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date.
(b) A pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon In the earliest to occur event of the following, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until the date of such occurrence:
(1) ParticipantColleague’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal Service, any unvested Earned Performance Shares will be forfeited immediately by the number of unvested Restricted Stock UnitsColleague, multiplied by a fractionsubject to, the numerator of which is the number of full months elapsing from the Grant Date and except as otherwise specified in, and subject to the date terms and conditions of Participant’s death or termination the other subsections of employment due to Disability (as applicable), and the denominator of which is 36this Section 3.2.
(c) In the event of the Colleague’s Termination of Service prior to the applicable Vesting Date for reasons other than a termination by the Employer for Cause, Good Reason resignation, or Qualifying Retirement, or as otherwise set forth in this Section 3.2, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of the Earned Performance Shares, subject to the terms of the BCA. If Participant no determination is an Employee on made as of the Grant Termination Date, then the Earned Performance Shares shall, to the extent not then vested, be immediately forfeited by the Colleague.
(d) In the event of the Colleague’s (i) Termination of Service without Cause by the Company or (ii) Termination of Service by the Colleague for Good Reason prior to a pro rata portion Change of all Restricted Stock Units Control or after the 24-month period following a Change of Control, one year of additional service credit will be applied to the Colleague’s period of service. If after giving effect to this additional service credit, the Colleague would have been employed through the applicable Vesting Date, the Colleague will vest in the PRSUs with respect to the Earned Performance Shares.
(e) Except as otherwise set forth in this Section 3.2, in the event of a Change of Control, the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company, subject to the terms of the BCA.
(f) The Colleague agrees to execute and deliver or electronically accept, in the manner and within the period specified in the Colleague’s online account with the Company’s designated broker/stock plan administrator, the Agreement including any applicable schedules thereto.
(g) The Committee may, in its sole discretion, cancel the PRSUs if anythe Colleague fails to execute and deliver or electronically accept the Agreement and documents within the period set forth in Section 3.2(f).
(h) which have not Earned Performance Shares that become vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirement, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan be delivered within 30 days of the Company, last day of the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal RetirementPerformance Period.
Appears in 1 contract
Sources: Performance Based Restricted Share Unit Agreement (Willis Towers Watson PLC)
Vesting; Settlement. (a) Subject The RSUs shall be unvested upon the Grant Date and shall vest in 36 equal monthly installments, commencing on the last business day of the month immediately following the month in which the Grant Date occurs and continuing for each of the next 35 months immediately following such month (with vesting to subsections (boccur on the last business day of any such month), (c), (d) and (e) of this Section 3, all Restricted Stock Units shall vest on the third (3rd) anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period subject to Grantee’s continued employment with Aquestive from the Grant Date through the applicable vesting date; provided, however, that (i) in the event that prior to the date on which all of the RSUs have become fully vested, Grantee’s employment is terminated by Aquestive other than for Cause, is terminated by Aquestive due to Grantee’s Disability, is terminated as the result of Grantee’s death or is terminated by Grantee for Good Reason, then all RSUs that are unvested as of such date shall immediately vest in full upon such termination of employment and (ii) vesting and settlement of fractional RSUs shall be delayed until such date. Subject to Section 5 below, the Company may cause such a whole number of Restricted Stock Units RSUs have become vested. If the Grantee’s employment with Aquestive is terminated by Aquestive for Cause or by the Grantee without Good Reason, then all RSUs that are unvested as of the date of such termination of employment shall be forfeited with no payment or other compensation due to vest the Grantee.
(b) Unless required to be delayed pursuant to the third and fourth sentences of Section 18 of the Plan, an RSU shall be settled by delivery to Grantee of one Share as may be necessary to satisfy soon as reasonably practicable following the date on which such RSU becomes vested and in any Tax-Related Items that may arise before event within 30 days after the vesting date.
(bc) A pro rata portion Prior to the settlement of all Restricted Stock Units (if any) which the RSUs, the Grantee shall have not vested shall vest no rights of a stockholder with respect to the RSU Shares, including, without limitation, the right to receive dividends with respect to such RSU Shares or the right to vote such RSU Shares. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, upon the earliest settlement of any RSU, the Grantee shall be entitled to occur receive a number of additional Shares equal to the following, provided that Participant has been in Continuous Service at all times quotient of (x) the per Share amount of dividends with a record date during the period from commencing on the Grant Date until and ending on the date of immediately preceding such occurrence:
(1) Participant’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal settlement date, multiplied by the number of unvested Restricted Stock Units, multiplied by a fraction, RSUs then being settled and (y) the numerator Fair Market Value of which is the number of full months elapsing from the Grant Date to one Share on the date immediately preceding the settlement date (provided (i) any fractional share instead shall be paid in cash and (ii) if there are not sufficient Shares under the Plan, such dividend equivalents instead shall be paid in cash). The right to any such Shares or cash payments will be forfeited upon the forfeiture of Participant’s death the RSU to which they relate, with no compensation or termination of employment other payment due to Disability (as applicable), and the denominator of which is 36Grantee.
(c) If Participant is an Employee on the Grant Date, a pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirement, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal Retirement.
Appears in 1 contract
Sources: Restricted Stock Unit Agreement (Aquestive Therapeutics, Inc.)
Vesting; Settlement. (a) Subject to subsections (b), (c), (d) and (e) of this Section 3, all Restricted Stock Units shall vest on the third (3rd) anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject to Section 5 below, the Company may cause such number of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date.
(b) A pro rata portion of all All Restricted Stock Units (if any) which have not vested shall vest upon the earliest to occur of the following, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until the date of such occurrence:
(1) Participant’s 's death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s death or termination of employment due to Disability (as applicable), and the denominator of which is 36.
(c) If Participant is an Employee on the Grant Date, a pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon Participant’s 's Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s 's Normal Retirement, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement employment on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s 's Normal Retirement.
Appears in 1 contract
Sources: Global Restricted Stock Unit Grant Agreement (Con-Way Inc.)
Vesting; Settlement. (a) Subject to subsections (b), (c), (d) the Associate’s continued employment with the Company or any Subsidiary or Designated Associate Company through the Vesting Date and (e) of the other requirements in this Section 33.2, all Restricted Stock Units the Earned Performance Shares shall vest on the third (3rdVesting Date and become payable in accordance with Section 3.2(k) anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject to Section 5 below, the Company may cause such number of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date.
(b) A pro rata In the event of the Associate’s Termination of Service, any unvested Earned Performance Shares will be forfeited immediately by the Associate, subject to, and except as otherwise specified in, and subject to the terms and conditions of the other subsections of this Section 3.2.
(c) In the event of the Associate’s Termination of Service on or after January 1, 2019 and prior to the Vesting Date due to a Qualifying Retirement, the Earned Performance Shares shall vest on the Vesting Date, subject to the Associate’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement.
(d) In the event of the Associate’s Termination of Service prior to the Vesting Date for reasons other than a termination by the Employer for Cause, Good Reason resignation, or Qualifying Retirement, or as otherwise set forth in this Section 3.2, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of all Restricted Stock Units the Earned Performance Shares. If no determination is made as of the Termination Date, then the Earned Performance Shares shall, to the extent not then vested, be immediately forfeited by the Associate.
(e) In the event of the Associate’s (i) Termination of Service without Cause by the Company or (ii) Termination of Service by the Associate for Good Reason, in each case, within the 24-month period following a Change of Control, any Earned Performance Shares shall fully vest.
(f) In the event of the Associate’s (i) Termination of Service without Cause by the Company or (ii) Termination of Service by the Associate for Good Reason prior to a Change of Control or after the 24-month period following a Change of Control, one year of additional service credit will be applied to the Associate’s period of service. If after giving effect to this additional service credit, the Associate would have been employed through the Vesting Date, the Associate will vest in the PRSUs with respect to the Earned Performance Shares.
(g) Except as otherwise set forth in this Section 3.2, in the event of a Change of Control, the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company.
(h) The Associate agrees to execute and deliver or electronically accept, in the manner and within the period specified in the Associate’s online account with the Company’s designated broker/stock plan administrator, the Agreement including any applicable schedules thereto.
(i) The Committee may, in its sole discretion, cancel the PRSUs if anythe Associate fails to execute and deliver or electronically accept the Agreement and documents within the period set forth in Section 3.2(h).
(j) Notwithstanding anything to the contrary in Section 3.1 or Section 3.2, no PRSUs shall vest prior to the first anniversary of the Grant Date except in the case of the Associate’s Termination of Service resulting from death or Permanent Disability or in connection with a Change of Control.
(k) Earned Performance Shares that become vested on the Vesting Date shall be delivered on the Vesting Date or within 30 days thereafter. Earned Performance Shares that become vested on an accelerated basis (i) on or prior to the last day of the Performance Period, shall be delivered within 30 days following the date on which have not the performance goal attainment level is determined, but in no event later than March 15, 2021 or (ii) following the last day of the Performance Period, shall be delivered within 30 days following the later of the date the performance goal attainment level is determined or the date of the vesting acceleration event.
(l) Notwithstanding the provisions of Section 3.2(k), if the PRSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) as determined in the sole discretion of the Company and the Associate is a U.S. Taxpayer, the Earned Performance Shares that become vested shall vest upon be settled on a date within 30 days of the earliest to occur of (i) the followingVesting Date, provided that Participant has been (ii) the Associate’s “separation from service” within the meaning of Section 409A of the Code, (iii) the Associate’s death and (iv) a “change in Continuous Service at all times during control event” within the period meaning of U.S. Treas. Regs § 1.409A-3(i)(5). In addition, if the PRSUs are Deferred Compensation, the PRSUs are settled upon the Associate’s separation from service, and the Grant Date until Associate is a U.S. Taxpayer and a “specified employee,” within the meaning of Section 409A of the Code, on the date the Associate experiences a separation from service, then the PRSUs shall be settled on the first business day of the seventh month following the Associate’s separation from service, or, if earlier, on the date of such occurrence:
(1) Participantthe Associate’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s death or termination of employment due extent such delayed payment is required in order to Disability (as applicable), and the denominator of which is 36.
(c) If Participant is an Employee on the Grant Date, avoid a pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirement, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan prohibited distribution under Section 409A of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal RetirementCode.
Appears in 1 contract
Sources: Performance Based Restricted Share Unit Agreement (Willis Towers Watson PLC)
Vesting; Settlement. (a) Subject to subsections the Executives’ continued employment with the ▇▇▇▇▇▇ Group through the applicable vesting date (bset forth in the left column), (c), (d) and (e) of this Section 3, all Restricted Stock Units the Earned Performance Shares shall vest on the third (3rdas follows and become payable in accordance with Section 3.2(h) below: First anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject to Section 5 below33 % May 2, the Company may cause such number 2012 Second anniversary of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date.Grant Date 33 % May 2, 2013 Third anniversary of Grant Date 34 % May 2, 2014
(b) A pro rata portion In the event of all Restricted Stock Units (if any) which have not vested shall vest upon the earliest to occur a termination of the followingExecutive’s employment with ▇▇▇▇▇▇ Group, provided that Participant has been in Continuous Service at all times during any unvested Earned Performance Shares as of the period from termination will be forfeited immediately by the Grant Date until the date of such occurrence:
(1) Participant’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal the number of unvested Restricted Stock UnitsExecutive, multiplied by a fractionsubject to, and except as otherwise specified within, the numerator terms and conditions of which is the number of full months elapsing from the Grant Date Sections 3.2(c) to the date of Participant’s death or termination of employment due to Disability (as applicable), and the denominator of which is 363.2(e) below.
(c) If Participant is an Employee In the event of a termination of the Executive’s employment as a result of death or Permanent Disability, the RSUs shall become fully vested with respect to all Earned Performance Shares on the Grant Datetermination date.
(d) In the event of a termination of the Executive’s employment for reasons other than death, Permanent Disability or Cause, the Committee may, in its discretion accelerate the vesting of the RSUs over Earned Performance Shares as to all or a pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon Participant’s Normal Retirementthe unvested Earned Performance Shares subject thereto. Such pro rata portion shall equal the number If no determination is made as of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirementtermination, then the Earned Performance Shares shall, to the extent not then vested, be immediately forfeited by the Executive. 6
(e) In the event of a Change of Control, the Earned Performance Shares shall not automatically vest and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company.
(f) The Executive agrees to execute and deliver the following agreements or other documents in connection with the grant of the RSUs within the period set forth below:
(i) the Executive must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VI below, if applicable, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded deliver it to the nearest whole month) plus years of service (as defined in a retirement plan Company within 45 days of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule receipt of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal Retirement.Agreement; and
Appears in 1 contract
Sources: Restricted Share Units Award Agreement (Willis Group Holdings PLC)
Vesting; Settlement. (a) Subject to subsections (b), (c), (d) the Associate’s continued employment with the Company or any Subsidiary or Designated Associate Company through the Vesting Date and (e) of the other requirements in this Section 33.2, all Restricted Stock Units the Earned Performance Shares shall vest on the third (3rdVesting Date and become payable in accordance with Section 3.2(k) anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject to Section 5 below, the Company may cause such number of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date.
(b) A pro rata In the event of the Associate’s Termination of Service, any unvested Earned Performance Shares will be forfeited immediately by the Associate, subject to, and except as otherwise specified in, and subject to the terms and conditions of the other subsections of this Section 3.2.
(c) In the event of the Associate’s Termination of Service on or after January 1, 2017 and prior to the Vesting Date due to a Qualifying Retirement, the Earned Performance Shares shall vest on the Vesting Date, subject to the Associate’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement.
(d) In the event of the Associate’s Termination of Service prior to the Vesting Date for reasons other than a termination by the Employer for Cause, Good Reason resignation, or Qualifying Retirement, or as otherwise set forth in this Section 3.2, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of all Restricted Stock Units the Earned Performance Shares. If no determination is made as of the Termination Date, then the Earned Performance Shares shall, to the extent not then vested, be immediately forfeited by the Associate.
(e) In the event of the Associate’s (i) Termination of Service without Cause by the Company or (ii) Termination of Service by the Associate for Good Reason, in each case, within the 24-month period following a Change of Control, any Earned Performance Shares shall fully vest.
(f) In the event of the Associate’s (i) Termination of Service without Cause by the Company or (ii) Termination of Service by the Associate for Good Reason prior to a Change of Control or after the 24-month period following a Change of Control, one year of additional service credit will be applied to the Associate’s period of service. If after giving effect to this additional service credit, the Associate would have been employed through the Vesting Date, the Associate will vest in the PRSUs with respect to the Earned Performance Shares.
(g) Except as otherwise set forth in this Section 3.2, in the event of a Change of Control, the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company.
(h) The Associate agrees to execute and deliver or electronically accept, in the manner and within the period specified in the Associate’s online account with the Company’s designated broker/stock plan administrator, the Agreement including any applicable schedules thereto.
(i) The Committee may, in its sole discretion, cancel the PRSUs if anythe Associate fails to execute and deliver or electronically accept the Agreement and documents within the period set forth in Section 3.2(h).
(j) which have not vested Notwithstanding anything to the contrary in Sections 3.1 or 3.2, no PRSUs shall vest upon prior to the first anniversary of the Grant Date except in the case of the Associate’s Termination of Service resulting from death or Permanent Disability or in connection with a Change of Control.
(k) Earned Performance Shares that become vested in accordance with Section 3.1 and Section 3.2 shall be delivered on the Vesting Date or within 30 days thereafter, or such earlier date that the Earned Performance Shares become vested on an accelerated basis pursuant to Section 3.1 and 3.2 hereof; provided, however, that if the PRSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) as determined in the sole discretion of the Company and the Associate is a U.S. Taxpayer, the Earned Performance Shares that become vested in accordance with this Section 3.2 shall be settled on a date within 30 days of the earliest to occur of (i) the followingVesting Date, provided that Participant has been (ii) the Associate’s “separation from service” within the meaning of Section 409A of the Code, (iii) the Associate’s death and (iv) a “change in Continuous Service at all times during control event” within the period meaning of U.S. Treas. Regs § 1.409A-3(i)(5). In addition, if the PRSUs are Deferred Compensation, the PRSUs are settled upon the Associate’s separation from service, and the Grant Date until Associate is a U.S. Taxpayer and a “specified employee,” within the meaning of Section 409A of the Code, on the date the Associate experiences a separation from service, then the PRSUs shall be settled on the first business day of the seventh month following the Associate’s separation from service, or, if earlier, on the date of such occurrence:
(1) Participantthe Associate’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s death or termination of employment due extent such delayed payment is required in order to Disability (as applicable), and the denominator of which is 36.
(c) If Participant is an Employee on the Grant Date, avoid a pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirement, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan prohibited distribution under Section 409A of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal RetirementCode.
Appears in 1 contract
Sources: Performance Based Restricted Share Unit Agreement (Willis Towers Watson PLC)
Vesting; Settlement. (a) Subject to subsections the Associates’ continued employment with the ▇▇▇▇▇▇ Group through the applicable vesting date (bset forth in the left column), (c), (d) and (e) of this Section 3, all Restricted Stock Units the Earned Performance Shares shall vest on the third (3rdas follows and become payable in accordance with Section 3.2(g) below: Date Earned Performance Shares Become Vested Shares that Become Vested First anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject to Section 5 below, the Company may cause such number [INSERT DATE] [INSERT]% Second anniversary of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date.Grant Date [INSERT DATE] [INSERT]% Third anniversary of Grant Date [INSERT DATE] [INSERT]%
(b) A pro rata portion In the event of all Restricted Stock Units (if any) which have not vested shall vest upon the earliest to occur a termination of the followingAssociate’s employment with ▇▇▇▇▇▇ Group any unvested Earned Performance Shares will be forfeited immediately by the Associate, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until the date of such occurrence:
(1) Participant’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal the number of unvested Restricted Stock Unitssubject to, multiplied by a fractionand except as otherwise specified within, the numerator terms and conditions of which is the number of full months elapsing from the Grant Date Sections 3.2(c) to the date of Participant’s death or termination of employment due to Disability (as applicable), and the denominator of which is 363.2(e) below.
(c) If Participant is an Employee In the event of a termination of the Associate’s employment as a result of death or Permanent Disability, the RSUs shall become fully vested with respect to all Earned Performance Shares on the Grant Datetermination date.
(d) In the event of a termination of the Associate’s employment for reasons other than death, Permanent Disability or Cause, the Committee may, in its discretion accelerate the vesting of the RSUs over Earned Performance Shares as to all or a pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon Participant’s Normal Retirementthe Earned Performance Shares subject thereto. Such pro rata portion shall equal the number If no determination is made as of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirementtermination, and then the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded Earned Performance Shares shall, to the nearest whole monthextent not then vested be immediately forfeited by the Associate.
(e) plus years In the event of service a Change of Control (as defined in the Agreement), the RSUs shall not automatically vest and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares without regard to whether the Earned Performance Shares are assumed or substituted by a retirement plan successor company.
(f) The Associate agrees to execute and deliver the following agreements or other documents in connection with the grant of the Company, RSUs within the Employer, or Subsidiary or Affiliate period set forth below:
(as applicablei) applicable to Participant) equal to at least 85 (the Rule Associate must execute the Agreement of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest Restrictive Covenants and Other Obligations pursuant to Article VI below, if applicable, and deliver it to the Company within 45 days of the Grant Date;
(ii) the Associate must execute the form of joint election as described in Schedule B for the United Kingdom and deliver it to his employing company within 45 days of the Grant Date; and
(iii) the Associate must execute the RSU Award Agreement Acceptance Form and deliver to the Company within 45 days of the Grant Date.
(g) The Committee may, in its sole discretion, cancel the RSUs if the Associate fails to execute and deliver the agreements and documents within the period set forth in Section 3.2(f) or fails to meet the requirements as set forth in Section 3.1(c).
(h) Earned Performance Shares that become vested in accordance with this Section 3(c) (i.e., the non-pro rata portion) 3.2 shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal Retirementdelivered within one month following the applicable vesting date.
Appears in 1 contract
Sources: Restricted Share Units Award Agreement (Willis Group Holdings PLC)
Vesting; Settlement. (a) Subject to subsections (b), (c), (d) the Colleague’s continued employment with the Company or any Subsidiary or Designated Associate Company through the Vesting Date and (e) of the other requirements in this Section 33.2, all Restricted Stock Units the Earned Performance Shares shall vest on the third (3rdVesting Date and become payable in accordance with Section 3.2(k) anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject to Section 5 below, the Company may cause such number of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date.
(b) A pro rata In the event of the Colleague’s Termination of Service, any unvested Earned Performance Shares will be forfeited immediately by the Colleague, subject to, and except as otherwise specified in, and subject to the terms and conditions of the other subsections of this Section 3.2.
(c) In the event of the Colleague’s Termination of Service on or after December 31, 2019 and prior to the Vesting Date due to a Qualifying Retirement, the Earned Performance Shares shall vest on the Vesting Date, subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement.
(d) In the event of the Colleague’s Termination of Service prior to the Vesting Date for reasons other than a termination by the Employer for Cause, Good Reason resignation, or Qualifying Retirement, or as otherwise set forth in this Section 3.2, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of all Restricted Stock Units the Earned Performance Shares. If no determination is made as of the Termination Date, then the Earned Performance Shares shall, to the extent not then vested, be immediately forfeited by the Colleague.
(e) In the event of the Colleague’s (i) Termination of Service without Cause by the Company or (ii) Termination of Service by the Colleague for Good Reason, in each case, within the 24-month period following a Change of Control, any Earned Performance Shares shall fully vest.
(f) In the event of the Colleague’s (i) Termination of Service without Cause by the Company or (ii) Termination of Service by the Colleague for Good Reason prior to a Change of Control or after the 24-month period following a Change of Control, one year of additional service credit will be applied to the Colleague’s period of service. If after giving effect to this additional service credit, the Colleague would have been employed through the Vesting Date, the Colleague will vest in the PRSUs with respect to the Earned Performance Shares.
(g) Except as otherwise set forth in this Section 3.2, in the event of a Change of Control, the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company.
(h) The Colleague agrees to execute and deliver or electronically accept, in the manner and within the period specified in the Colleague’s online account with the Company’s designated broker/stock plan administrator, the Agreement including any applicable schedules thereto.
(i) The Committee may, in its sole discretion, cancel the PRSUs if anythe Colleague fails to execute and deliver or electronically accept the Agreement and documents within the period set forth in Section 3.2(h).
(j) Notwithstanding anything to the contrary in Section 3.1 or Section 3.2, no PRSUs shall vest prior to the first anniversary of the Grant Date except in the case of the Colleague’s Termination of Service resulting from death or Permanent Disability or in connection with a Change of Control.
(k) Earned Performance Shares that become vested on the Vesting Date shall be delivered on the Vesting Date or within 30 days thereafter. Earned Performance Shares that become vested on an accelerated basis (i) on or prior to the last day of the Performance Period, shall be delivered within 30 days following the date on which have not the performance goal attainment level is determined, but in no event later than March 15, 2022 or (ii) following the last day of the Performance Period, shall be delivered within 30 days following the later of the date the performance goal attainment level is determined or the date of the vesting acceleration event.
(l) Notwithstanding the provisions of Section 3.2(k), if the PRSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) as determined in the sole discretion of the Company and the Colleague is a U.S. Taxpayer, the Earned Performance Shares that become vested shall vest upon be settled on a date within 30 days of the earliest to occur of (i) the followingVesting Date, provided (ii) the Colleague’s “separation from service” within the meaning of Section 409A of the Code, (iii) the Colleague’s death and (iv) a “change in control event” within the meaning of U.S. Treas. Regs § 1.409A-3(i)(5). In addition, if the PRSUs are Deferred Compensation, the PRSUs are settled on or on a date that Participant has been in Continuous Service at all times during is by reference to the period Colleague’s separation from service, and the Grant Date until Colleague is a U.S. Taxpayer and a “specified employee,” within the meaning of Section 409A of the Code, on the date the Colleague experiences a separation from service, then the PRSUs shall be settled on the first business day of the seventh month following the Colleague’s separation from service, or, if earlier, on the date of such occurrence:
(1) Participantthe Colleague’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s death or termination of employment due extent such delayed payment is required in order to Disability (as applicable), and the denominator of which is 36.
(c) If Participant is an Employee on the Grant Date, avoid a pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirement, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan prohibited distribution under Section 409A of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal RetirementCode.
Appears in 1 contract
Sources: Performance Based Restricted Share Unit Agreement (Willis Towers Watson PLC)
Vesting; Settlement. (a) Subject to subsections (bthe Executive's continued employment with the Company through the Vesting Date and Section 3.2(b) through 3.2(d), (c), (d) and (e) of this Section 3, all Restricted Stock Units the Earned Performance Shares shall vest on the Vesting Date and become payable in accordance with Section 3.2(f) below:
(b) If, prior to the Vesting Date, the Executive experiences a Termination of Service due to (i) a termination by the Company without Cause, (ii) resignation with Good Reason by the Executive, (iii) delivery to the Executive of a notice of non-renewal prior to the end of the Initial Term or the first Renewal Term, or (ii) the Executive's Retirement, (A) the Executive shall be entitled to service credit equal to an additional twenty-four (24) months, measured as of the date of termination and (B) the PRSUs shall be deemed to have a vesting schedule, in lieu of the vesting schedule contemplated under Section 3.1(a), providing for the vesting of one-third (3rd1/3rd) anniversary of the Grant Earned Performance Shares on each of the first three (3) anniversaries of the Deemed Vesting Commencement Date. If, after giving effect to the service vesting credit provided under this Section 3.2(b), the Executive is not deemed to have satisfied the requirement of continued employment through the Vesting Date or through one or more of the applicable vesting dates pursuant to this Section, any unvested Earned Performance Shares shall be forfeited as of the date of termination. 6598029-v8\GESDMS
(c) If,prior to the Vesting Date and within two years of a Change of Control, the Executive experiences a Termination of Service due to (i) termination by the Company without Cause, (ii) resignation with Good Reason by the Executive or (ii) delivery to the Executive of a notice of non-renewal prior to the end of the Initial Term or first Renewal Term, the Executive shall be entitled to service credit through the Vesting Date.
(d) If the Executive experiences a Termination of Service due to death or Disability prior to the Vesting Date, provided that Participant has been in Continuous Service at all times during any unvested Earned Performance Shares shall immediately vest.
(e) If, prior to the period from the Grant Date until such date. Subject to Section 5 belowVesting Date, the Company may cause such number Executive experiences a Termination of Restricted Stock Units Service for any reason other than those described in Sections 3.2(b) through 3.2(d), the PRSUs and any unvested Earned Performance Shares will be immediately forfeited and the Executive will not be entitled to the PRSUs or the underlying Shares.
(f) Earned Performance Shares that vest as may in accordance with this Section 3.2 shall be necessary delivered within one month following the earlier of (i) the Vesting Date or (ii) the accelerated vesting contemplated under Section 3.2(d).
(a) In the event of a Change of Control, unvested Earned Performance Shares shall not automatically vest and become exercisable and the Committee shall have the sole discretion to satisfy any Tax-Related Items that may arise before accelerate the vesting dateof unvested Earned Performance Shares.
(b) A pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon The Executive agrees to execute and deliver or electronically accept, in the earliest to occur of the following, provided that Participant has been in Continuous Service at all times during manner and within the period from specified in the Grant Date until Executive's online account with the date of such occurrence:
(1) Participant’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fractionCompany's designated broker/stock plan administrator, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s death or termination of employment due to Disability (as applicable), and the denominator of which is 36Agreement including any applicable Schedules thereto.
(c) If Participant is an Employee on The Committee may, in its sole discretion, cancel the Grant Date, a pro rata portion of all Restricted Stock Units (PRSUs if any) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, Executive fails to execute and deliver or electronically accept the numerator of which is Agreement and documents within the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirement, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age period set forth in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85Section 3.2(h). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal Retirement.
Appears in 1 contract
Sources: Performance Based Restricted Share Unit Award Agreement (Willis Group Holdings PLC)
Vesting; Settlement. (a) Subject to subsections (b), (c), (d) and (e) of this Section 3, all Restricted Stock Units shall vest on the third (3rd) anniversary As of the Grant Date, provided that Participant has been the RSUs are unvested and shall become vested as to 100% of the total number of RSU Shares subject to the RSU on the earlier of (a) the one-year anniversary of the Grant Date or (b) the [next/INSERT YEAR] Company annual meeting of stockholders, subject to the Grantee continuing to provide services to the Company or any of its Subsidiaries through the vesting date. Vesting of any RSUs in Continuous all cases is subject to the Grantee’s continued Service at all times during (as defined below) with the period Company or one of its Subsidiaries from the Grant Date until such through and including the applicable vesting date. Subject to Except as otherwise specifically provided in Section 5 below7.2 of the Plan, if the Grantee’s Service with the Company may cause or any of its Subsidiaries terminates for any reason prior to the date on which all of the RSUs have become vested, regardless of whether such number termination is initiated by the Grantee, by the Company or by any of Restricted Stock Units the Company’s Subsidiaries, then all RSUs which are unvested as of the date of such termination shall be forfeited immediately upon such termination with no compensation or other payment due to vest the Grantee or any other Person. In addition, if the Grantee’s Service with the Company or any of its Subsidiaries is terminated for Cause, then any RSUs which have not been settled as may of such termination of Service (even if such RSUs are vested) shall be necessary forfeited immediately upon such termination with no compensation or other payment due to satisfy the Grantee or any Taxother Person. For purposes of this Agreement, “Service” shall mean continuous service as an employee, non-Related Items that may arise before employee member of the vesting dateCompany’s Board of Directors or independent contractor.
(b) A pro rata portion of all Restricted Stock Units (if any) which have not Each RSU that becomes vested shall vest upon the earliest to occur of the following, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until be settled as soon as reasonably practicable following the date of on which such occurrence:
(1) Participant’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s death or termination of employment due to Disability (as applicable)RSU becomes vested, and in any event within 30 days after the denominator of which is 36vesting event.
(c) If Participant is Prior to the receipt by the Grantee of an Employee RSU Share in settlement of an RSU, the Grantee shall have no rights of a stockholder with respect to such RSU or RSU Share, including, without limitation, the right to receive dividends with respect to such RSU or RSU Share or the right to vote such RSU or RSU Share. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, if the Company declares a cash dividend on Shares with a record date during the period between the Grant DateDate and the date immediately preceding the date on which an RSU Share is delivered upon the settlement of a vested RSU, a pro rata portion then the Grantee shall be entitled to receive with respect to the vested RSUs being settled on such date an amount in cash equal to the product of all Restricted Stock Units (if anyi) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Unitsvested RSUs then being settled, multiplied by a fraction, (ii) the numerator amount of which is cash dividends declared per Share during the number of full months elapsing from period between the Grant Date and the date immediately preceding the date on which such RSU Shares are delivered upon the settlement of such vested RSUs, with such cash payment to be made to the Grantee at the same time as RSU Shares are issued upon the settlement of such vested RSUs; provided, however, that if any such cash dividends have been declared but not paid, such payment shall not be made in respect of such cash dividend until the first payroll date of Participant’s Normal Retirement, after such cash dividend is paid (and the denominator of which if such dividend equivalent described in this Section 2(c) is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded not paid to the nearest whole month) plus years of service (as defined in a retirement plan Participant by March 15th of the Companyyear immediately following the year in which the applicable RSU vested, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85then such dividend equivalent shall be forfeited). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall Any such amounts will be automatically, immediately and irrevocably forfeited upon Participant’s Normal Retirementthe forfeiture of the underlying RSU, with no compensation or other payment due to the Grantee or any other Person.
Appears in 1 contract
Vesting; Settlement. (a) Subject to subsections the Executives’ continued employment with the ▇▇▇▇▇▇ Group or any Designated Associate Company through the applicable vesting date (set forth in the left column), the Earned Performance Shares shall vest as follows and become payable in accordance with Section 3.2 below: First anniversary of Grant Date [insert] % [INSERT DATE] Second anniversary of Grant Date [insert] % [INSERT DATE] Third anniversary of Grant Date [insert] % [INSERT DATE]
(b) In the event of a termination of the Executive’s employment with ▇▇▇▇▇▇ Group or any Designated Associate Company any unvested Earned Performance Shares as of the termination date will be forfeited immediately by the Executive, subject to, and except as otherwise specified within, the terms and conditions of Sections 3.2(c) to 3.2(f) below.
(c) In the event of a termination of the Executive’s employment as a result of death or Permanent Disability, the RSUs shall become fully vested with respect to all Earned Performance Shares on the termination date.
(d) In the event of a termination of the Executive’s employment for reasons other than death, Permanent Disability or Cause, the Committee may, in its discretion accelerate the vesting of the RSUs over Earned Performance Shares as to all or a portion of the Earned Performance Shares subject thereto. If no determination is made as of the date of termination, then the Earned Performance Shares shall, to the extent not then vested be immediately forfeited by the Executive.
(e) Unless otherwise determined by the Committee, in its sole discretion, the termination date for purposes of this Section 3.2 and the Agreement will be the later of (i) the last day of the Executive’s active employment with the Company or any Subsidiary or Designated Associate Company or (ii) the last day of any notice period or garden leave, as provided for under the Executives’ employment or service contract or local law
(f) In the event of a Change of Control, the RSUs shall not automatically vest and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company.
(g) The Executive agrees to execute and deliver the following agreements or other documents in connection with the grant of the RSUs within the period set forth below:
(i) the Executive must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VI below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement;
(ii) the Executive must execute the form of joint election as described in Schedule B for the United Kingdom and deliver it to his employing company within 45 days of the receipt of this Agreement; and
(iii) the Executive must execute the Acceptance Form and deliver to the Company within 45 days of the receipt of this Agreement. 6
(h) The Committee may, in its sole discretion, cancel the RSUs if the Executive fails to execute and deliver the agreements and documents within the period set forth in Section 3.2(g) or fails to meet the requirements as set forth in Section 3.1(a) and Exhibit 1 to the Acceptance Form.
(i) Except as provided herein, Earned Performance Shares that become vested in accordance with this Section 3.2 shall be delivered within one month following the applicable vesting date (which payment schedule is intended to comply with the “short-term deferral” exception from the application of Section 409A of the Code). Subject to Section 7.16 hereof, in the case the Committee exercises its discretion under Section 3.1(c) hereof and the Earned Performance Shares become vested on an accelerated basis pursuant to either Section 3.2 (c), (d) and or (e) of this Section 3), all Restricted Stock Units the Earned Performance Shares underlying the RSUs shall vest be delivered on the third (3rd) anniversary April 1st of the Grant Date, provided that Participant has been in Continuous Service at all times during year following the period from last day of the Grant Date until such dateapplicable Performance Period. Subject to Section 5 belowFinally, the Company may cause such number of Restricted Stock Units shall not be required to vest as may be necessary pay out the Earned Performance Shares to satisfy the Participant unless and until the Participant has paid or made arrangements to pay any Tax-Related Items that may arise before the vesting dateliability in accordance with Section 2.5.
(b) A pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon the earliest to occur of the following, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until the date of such occurrence:
(1) Participant’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s death or termination of employment due to Disability (as applicable), and the denominator of which is 36.
(c) If Participant is an Employee on the Grant Date, a pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirement, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal Retirement.
Appears in 1 contract
Sources: Restricted Share Unit Award Agreement (Willis Group Holdings PLC)
Vesting; Settlement. (a) Subject to subsections (b), (c), (d) the Associate’s continued employment with the Company or any Subsidiary or Designated Associate Company through the Vesting Date and (e) of the other requirements in this Section 33.2, all Restricted Stock Units the Earned Performance Shares shall vest on the third (3rdVesting Date and become payable in accordance with Section 3.2(k) anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject to Section 5 below, the Company may cause such number of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date.
(b) A pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon In the earliest to occur event of the following, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until the date of such occurrence:
(1) ParticipantAssociate’s death; or
(2) Termination of employment due to Disability. Such pro rata portion shall equal Service with the number of Company or any Subsidiary or Designated Associate Company, any unvested Restricted Stock UnitsEarned Performance Shares will be forfeited immediately by the Associate, multiplied by a fractionsubject to, the numerator of which is the number of full months elapsing from the Grant Date and except as otherwise specified in, and subject to the date of Participant’s death or termination of employment due to Disability (as applicable)terms and conditions of, and the denominator of which is 36Section 3.2(c) through 3.2(f) below.
(c) If Participant is an Employee on the Grant DatePRSUs are assumed by the successor corporation (or affiliate thereof) in connection with a Change of Control and the Associate experiences a Termination of Service by the Employer for reasons other than Good Cause, a pro rata portion death or Permanent Disability or by the Associate for Good Reason, in each case, within twelve (12) months following the Change of all Restricted Stock Units (if any) which have not vested Control, the PRSUs shall vest upon Participant’s Normal Retirement. Such pro rata portion shall with respect to a number of Earned Performance Shares equal to (i) if the Termination of Service occurs prior to the last day of the Performance Period, the number of unvested Restricted Stock UnitsEarned Performance Shares that would vest based on deemed performance of the Performance Objectives at 100% of the target level, multiplied by a fractionor (ii) if the Termination of Service occurs between the last day of the Performance Period and the Vesting Date, the numerator of which is the number of full months elapsing Earned Performance Shares that vest based on actual level of attainment of the Performance Objectives.
(d) In the event of the Associate’s Termination of Service subsequent to the one year anniversary but prior to the two year anniversary of a Change of Control (x) by the Employer without Good Cause, (y) or due to a resignation for Good Reason by the Associate, a number of unvested PRSUs equal to the number of Earned Performance Shares shall become fully vested on the Termination Date.
(e) In the event of the Associate’s Termination of Service prior to, or more than two (2) years after, a Change of Control due to (i) a termination by the Employer without Good Cause, (ii) resignation with Good Reason by the Associate, the Associate shall vest immediately on the Termination Date in such number of unvested PRSUs over Earned Performance Shares that would have vested as of the Termination Date after giving effect to service vesting credit equal to an additional twelve (12) months. If, after giving effect to the service vesting credit provided under this Section 3.2(e), the Associate is not deemed to have satisfied the requirement of continued employment through the Vesting Date pursuant to Section 3.2(a), any unvested PRSUs over Earned Performance Shares shall be forfeited as of the Termination Date.
(f) In the event of the Associate’s Termination of Service for reasons other than a termination by the Employer for Good Cause or as set forth in Section 3.2(c) through Section 3.2(e) above, the Committee may, in its sole discretion accelerate the vesting of the PRSUs over Earned Performance Shares as to all or a portion of the Earned Performance Shares subject thereto. If no determination is made as of the Termination Date, then the Earned Performance Shares shall, to the extent not then vested, be immediately forfeited by the Associate.
(g) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.2 and the Agreement will be the later of (i) the last day of the Associate’s active employment with the Company, its Subsidiaries or any Designated Associate Company or (ii) the last day of any notice period or garden leave, as provided for under the Associate’s employment or service contract or local law, provided, however, that in the case of U.S. taxpayers, the Termination Date shall mean a date that will allow the PRSU to comply with Section 409A of the Code.
(h) Except as otherwise set forth in Section 3.2(c) through Section 3.2(e), in the event of a Change of Control, the PRSUs shall not automatically vest and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company.
(i) The Associate agrees to execute and deliver or electronically accept, in the manner and within the period specified in the Associate’s online account with the Company’s designated broker/stock plan administrator, the Agreement including any applicable schedules thereto.
(j) The Committee may, in its sole discretion, cancel the PRSUs if the Associate fails to execute and deliver or electronically accept the Agreement and documents within the period set forth in Section 3.2(i).
(k) Earned Performance Shares that become vested in accordance with this Section 3.2 shall be delivered within one month following the Vesting Date or such earlier date that the Earned Performance Shares become vested on an accelerated basis pursuant to Section 3.2 hereof; provided, however, that if the PRSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) as determined in the sole discretion of the Company and the Participant is a U.S. Taxpayer, the Earned Performance Shares that become vested in accordance with this Section 3.2 shall be settled on a date within 30 days of the earliest to occur of (i) the Vesting Date set forth in Section 3.1(a), (ii) the Associate’s “separation from service” within the Grant Date to meaning of Section 409A of the Code, (iii) the Associate’s death and (iii) a “change in control event” within the meaning of U.S. Treas. Regs § 1.409A-3(i)(5) . In addition, if the PRSUs are Deferred Compensation, the PRSUs are settled upon the Participant’s separation from service, and the Participant is a U.S. Taxpayer and a “specified employee,” within the meaning of Section 409A of the Code, on the date the Participant experiences a separation from service, then the PRSUs shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s Normal Retirementdeath, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined extent such delayed payment is required in order to avoid a retirement plan prohibited distribution under Section 409A of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal RetirementCode.
Appears in 1 contract
Sources: Performance Based Restricted Share Unit Award Agreement (Willis Towers Watson PLC)