Common use of Minimum Holding Clause in Contracts

Minimum Holding. Grantee agrees that any shares of Common Stock issued pursuant to this Agreement and pursuant to the 2023 Chapter 11 Emergence Grant Performance-Based Restricted Stock Unit Agreement issued to Grantee on or around the date of this Agreement (the “MIP Shares”) shall be subject to the holding requirement set forth in the table below. Until the holding requirement is met, Grantee shall refrain from disposing any of the MIP Shares. Any shares sold pursuant to Section 7 of this Agreement to satisfy tax withholding obligations shall be excluded from the calculation of the holding requirements under this Section 16. December 31, 2025 75% December 31, 2026 60% December 31, 2027 50% By: _________________________________ ▇▇▇▇▇▇ ▇▇ Chief Financial Officer The undersigned hereby consents and agrees that any taxes due on a vesting date as a result of the vesting of Restricted Stock Units (“RSUs") on such date shall be paid through an automatic sale of shares as follows: (a) Upon any vesting of RSUs pursuant to Section 3 hereof, the Company shall arrange for the sale of such number of shares of Common Stock issuable with respect to the RSUs that vest pursuant to Section 3 as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by the Grantee upon the vesting of the RSUs (based on minimum statutory withholding rates for all tax purposes, including payroll and social security taxes, that are applicable to such income), and the net proceeds of such sale shall be delivered to the Company in satisfaction of such tax withholding obligations. (b) The Grantee hereby appoints the Chief Executive Officer, Chief Financial Officer, and the Executive Vice President, General Counsel and Secretary and any of them acting alone and with full power of substitution, to serve as his or her attorneys in fact to arrange for the sale of the Grantee’s Common Stock in accordance with this Schedule A. The Grantee agrees to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the sale of the shares pursuant to this Schedule A. (c) The Grantee represents to the Company that, as of the date hereof, (i) he or she is not aware of any material nonpublic information about the Company or the Common Stock and (ii) he or she is not prohibited from entering into these Automatic Sale Instructions under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. The Grantee and the Company have structured this Agreement, including this Schedule A, to constitute a “binding contract” relating to the sale of Common Stock, consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act.

Appears in 1 contract

Sources: Time Based Restricted Stock Unit Agreement (National CineMedia, Inc.)

Minimum Holding. Grantee ▇▇▇▇▇▇▇ agrees that any shares of Common Stock issued pursuant to this Agreement and pursuant to the 2023 Chapter 11 Emergence Grant PerformanceTime-Based Restricted Stock Unit Agreement issued to Grantee on or around the date of this Agreement (collectively, the “MIP Shares”) shall be subject to the holding requirement set forth in the table below. Until the holding requirement is met, Grantee shall refrain from disposing any of the MIP Shares. Any shares sold pursuant to Section 7 of this Agreement to satisfy tax withholding obligations shall be excluded from the calculation of the holding requirements under this Section 16. December 31, 2025 75% December 31, 2026 60% December 31, 2027 50% By: ________________________________________ ▇▇▇▇▇▇ ▇▇ Chief Financial Officer The undersigned hereby consents and agrees that any taxes due on a vesting date as a result of the vesting of Restricted Stock Units (“RSUs") on such date shall be paid through an automatic sale of shares as follows: (a) Upon any vesting of RSUs pursuant to Section 3 hereof, the Company shall arrange for the sale of such number of shares of Common Stock issuable with respect to the RSUs that vest pursuant to Section 3 as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by the Grantee upon the vesting of the RSUs (based on minimum statutory withholding rates for all tax purposes, including payroll and social security taxes, that are applicable to such income), and the net proceeds of such sale shall be delivered to the Company in satisfaction of such tax withholding obligations. (b) The Grantee hereby appoints the Chief Executive Officer, Chief Financial Officer, and the Executive Vice President, General Counsel and Secretary and any of them acting alone and with full power of substitution, to serve as his or her attorneys in fact to arrange for the sale of the Grantee’s Common Stock in accordance with this Schedule A. The Grantee agrees to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the sale of the shares pursuant to this Schedule A. (c) The Grantee represents to the Company that, as of the date hereof, (i) he or she is not aware of any material nonpublic information about the Company or the Common Stock and (ii) he or she is not prohibited from entering into these Automatic Sale Instructions under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. The Grantee and the Company have structured this Agreement, including this Schedule A, to constitute a “binding contract” relating to the sale of Common Stock, consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act.

Appears in 1 contract

Sources: Performance Based Restricted Stock Unit Agreement (National CineMedia, Inc.)