(a) | Grant of RSUs. Subject to and upon the terms, conditions and restrictions set forth in this Notice and in the Plan, pursuant to authorization under a resolution of the Committee, the Company has granted to the Grantee as of June 5, 2018 (the “Date of Grant”) 24,988 Restricted Stock Units (“RSUs”). Each RSU shall represent the right of the Grantee to receive one share of Common Stock subject to and upon the terms and conditions of this Notice. |
(b) | Restrictions on Transfer of RSUs. Subject to Section 15 of the Plan, neither the RSUs evidenced hereby nor any interest therein or in the Common Stock underlying such RSUs shall be transferable prior to payment to the Grantee pursuant to Section 2(d) hereof other than by will or pursuant to the laws of descent and distribution. |
(c) | Vesting of RSUs. |
(i) | Normal Vesting. The RSUs covered by this Notice shall become nonforfeitable and payable to the Grantee pursuant to Section 2(d) hereof on November 30, 2019 if the Grantee remains in the continuous employment of the Company or a Subsidiary until such date (the period from the Date of Grant until November 30, 2019, the “Vesting Period”). Subject to the terms of the Plan, RSUs that do not so become nonforfeitable will be forfeited, including if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the end of the Vesting Period. For purposes of this Notice, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company or a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries. |
(ii) | Qualifying Termination. Notwithstanding Section 2(c)(i) to the contrary, the RSUs covered by this Notice shall become nonforfeitable and payable to the Grantee pursuant to Section 2(d) hereof if the Grantee’s employment with the Company and its Subsidiaries is terminated by the Company other |
(iii) | Change of Control. Notwithstanding Section 2(c)(i) to the contrary, the RSUs covered by this Notice shall become nonforfeitable and payable to the Grantee pursuant to Section 2(d) hereof on the date of a Change of Control that occurs prior to the end of the Vesting Period if the Grantee remains continuously employed until such date. For purposes of this Notice, the term “Change of Control” shall have the meaning given to such term in the Employment Agreement. |
(d) | Form and Time of Payment of RSUs. |
(i) | Payment for the RSUs, after and to the extent they have become nonforfeitable (“Vested RSUs”), shall be made in the form of Common Stock. To the extent the RSUs are Vested RSUs on the dates set forth below and to the extent such Vested RSUs have not previously been settled, the Company will settle such Vested RSUs as follows: |
(A) | As soon as administratively practicable following (but no later than thirty (30) days following) the date of the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code, payment of the Vested RSUs shall be made to the Grantee; and |
(B) | On the date of a Change of Control, payment of the Vested RSUs shall be made to the Grantee; provided, however, that if such Change of Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, the Grantee is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to this Section 2(d) as though such Change of Control had not occurred. |
(ii) | If the RSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, payment for the RSUs shall be made on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Grantee’s “separation from service.” Notwithstanding the foregoing, if the Grantee dies following the Grantee’s “separation from service,” but before the six (6) month anniversary of the “separation from |
(iii) | The Company’s obligations to the Grantee with respect to the RSUs will be satisfied in full upon the issuance of Common Stock corresponding to such RSUs. |
(e) | Dividend Equivalents; Voting and Other Rights. |
(i) | The Grantee shall have no rights of ownership in the Common Stock underlying the RSUs and no right to vote the Common Stock underlying the RSUs until the date on which the Common Stock underlying the RSUs is issued or transferred to the Grantee pursuant to Section 2(d) above. |
(ii) | From and after the Date of Grant and until the earlier of (A) the time when the RSUs become nonforfeitable and are paid in accordance with Section 2(d) hereof or (B) the time when the Grantee’s right to receive Common Stock in payment of the RSUs is forfeited in accordance with Section 2(c) hereof, on the date that the Company pays a cash dividend (if any) to holders of Common Stock generally, the Grantee shall be credited with cash per RSU equal to the amount of such dividend. Any amounts credited pursuant to the immediately preceding sentence shall be subject to the same applicable terms and conditions (including vesting, payment and forfeitability) as apply to the RSUs based on which the dividend equivalents were credited, and such amounts shall be paid in cash at the same time as the RSUs to which they relate. |
(iii) | The obligations of the Company under this Notice with respect to the RSUs will be merely that of an unfunded and unsecured promise of the Company to deliver Common Stock in the future, and the rights of the Grantee with respect to the RSUs will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Notice. |
(f) | Adjustments. The RSUs and the number of shares of Common Stock issuable for each RSU, and the other terms and conditions of the grant of RSUs evidenced by this Notice, are subject to mandatory adjustment, including as provided in Section 11 of the Plan. |
(a) | Grant of Common Stock. Subject to and upon the terms, conditions and restrictions set forth in this Notice, pursuant to authorization under a resolution of the Committee, the Company has granted to the Grantee as of Date of Grant 24,989 shares of Common |
(b) | Restrictions on Transfer of Common Shares. Subject to Section 15 of the Plan, neither the Common Shares evidenced hereby nor any interest therein or in the Common Stock underlying such Common Shares shall be transferable prior to payment to the Grantee pursuant to Section 3(c) hereof other than by will or pursuant to the laws of descent and distribution. |
(c) | Form and Time of Payment of Common Shares. |
(i) | Payment for the Common Shares shall be made in the form of Common Stock. To the extent such Common Shares have not previously been settled, the Company will settle such Shares as follows: |
(A) | As soon as administratively practicable following (but no later than thirty (30) days following) the date of the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code, payment of the Common Shares shall be made to the Grantee; and |
(B) | On the date of a Change of Control, payment of the Common Shares shall be made to the Grantee; provided, however, that if such Change of Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, the Grantee is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to this Section 3(c) as though such Change of Control had not occurred. |
(ii) | If the Common Shares become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, payment for the Common Shares shall be made on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Grantee’s “separation from service.” Notwithstanding the foregoing, if the Grantee dies following the Grantee’s “separation from service,” but before the six (6) month anniversary of the “separation from service,” then any payment delayed in accordance with this Section 3(c)(ii) will be payable as soon as administratively practicable after the date of the Grantee’s death. |
(iii) | The Company’s obligations to the Grantee with respect to the Common Shares will be satisfied in full upon the issuance of Common Stock corresponding to such Common Shares. |
(d) | Dividend Equivalents; Voting and Other Rights. |
(i) | The Grantee shall have no rights of ownership in the Common Shares and no right to vote the Common Shares until the date on which the Common Shares are issued or transferred to the Grantee pursuant to Section 3(c) above. |
(ii) | From and after the Date of Grant and until the time when the Common Shares are paid in accordance with Section 3(c) hereof, on the date that the Company pays a cash dividend (if any) to holders of Common Stock generally, the Grantee shall be credited with cash per Common Share equal to the amount of such dividend. Any amounts credited pursuant to the immediately preceding sentence shall be subject to the same applicable terms and conditions (including payment) as apply to the Common Shares based on which the dividend equivalents were credited, and such amounts shall be paid in cash at the same time as the Common Shares to which they relate. |
(iii) | The obligations of the Company under this Notice with respect to the Common Shares will be merely that of an unfunded and unsecured promise of the Company to deliver Common Stock in the future, and the rights of the Grantee with respect to the Common Shares will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Notice. |
(e) | Adjustments. The Common Shares and the number of shares of Common Stock issuable for each Common Share, and the other terms and conditions of the grant of Common Shares evidenced by this Notice, are subject to mandatory adjustment, including as provided in Section 11 of the Plan. |