RSUs. That total number of performance- and service-based restricted stock units listed in the Award Notice as "Target Number of Restricted Stock Units Granted" (or such greater or lesser number of RSUs as may be vested and earned herein, as determined in the Committee's discretion), as such number of performance- and service-based restricted stock units may be adjusted in accordance with Section 10 below.
RSUs. (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 _________ __, 20__ (the "Date of Grant") ______ 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. The RSUs covered by this Notice shall become nonforfeitable and payable to the Grantee pursuant to Section 2(d) hereof in substantially equal installments on each of _________ __, 20__, ________ __, 20__ and ________ __, 20__ if the Grantee remains in the continuous employment of the Company or a Subsidiary until each such date (the period from the Date of Grant until _________ __, 20__, the "Vesting Period"). Subject to the terms of the Plan, and except as otherwise provided in any employment, severance, change in control or similar agreement between the Grantee and the Company or any Subsidiary, 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. (d)Form and Time of Payment of RSUs. (i)Payment for the RSUs, after and to the extent they have become nonforfeitable, shall be made in the form of Common Stock. Payment shall be made as soon as administratively practicable following the date that the RSUs become nonforfeitable pursuant to Section 2(c) hereof (but, unless the Grantee enters into a deferral arrangement in accordance with procedures established by the Company, in no event later than required to satisfy the short-term deferral exemption under Section 409A of the Code). (ii)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.View More
RSUs. Means an Award issued under the Plan which entitles the holder, upon satisfaction of the vesting and other conditions set forth in the applicable award agreement and Plan, to be issued Shares.
