Phantom Stock Units. (a) Effective as of immediately prior to the Distribution, on the Distribution Date: (i) except as set forth in Section 8.03(a)(iii), each Comcast Phantom Stock Unit that is (A) outstanding as of immediately prior to the Distribution and (B) held by a SpinCo Participant (other than a Former SpinCo Employee) shall be converted into a time-based phantom stock unit award with respect to SpinCo Class A Common Stock (“SpinCo Phantom Stock Units”), with the number of shares of SpinCo Class A Common Stock subject to such SpinCo Phantom Stock Units being determined by multiplying (1) the number of shares of Comcast Class A Common Stock subject to such Comcast Phantom Stock Unit immediately prior to the Distribution by (2) the SpinCo Concentration Ratio, rounded down to the nearest whole share of SpinCo Class A Common Stock, and each such SpinCo Phantom Stock Unit shall be payable in cash and shall otherwise remain subject to the same terms and conditions (including vesting and payment schedules) as applied to the corresponding Comcast Phantom Stock Unit as of immediately prior to the Distribution; provided, for the avoidance of doubt, that such SpinCo Phantom Stock Units shall constitute SpinCo Assumed Employee Liabilities; (ii) each Comcast Phantom Stock Unit that is (A) outstanding as of immediately prior to the Distribution and (B) held by a Comcast Participant or Former SpinCo Employee shall be converted into an award of adjusted Comcast Phantom Stock Units (the “Adjusted Comcast Phantom Stock Units,” and together with the Adjusted Comcast RSUs and the Adjusted Comcast Options, the “Adjusted Comcast Awards”), with the number of shares of Comcast Class A Common Stock subject to such Adjusted Comcast Phantom Stock Unit being determined by multiplying (1) the number of shares of Comcast Class A Common Stock subject to such Comcast Phantom Stock Unit immediately prior to the Distribution by (2) the Comcast Concentration Ratio, rounded down to the nearest whole share of Comcast Class A Common Stock (the “Comcast Phantom Stock Unit Adjustment Formula”), and each such Adjusted Comcast Phantom Stock Unit shall be payable in cash and shall otherwise remain subject to the same terms and conditions (including vesting and payment schedules and, if applicable, deferral elections) as applied to the corresponding Comcast Phantom Stock Unit as of immediately prior to the Distribution; and (iii) each Comcast Phantom Stock Unit that is (A) outstanding as of immediately prior to the Distribution, (B) held by a SpinCo Participant (other than a Former SpinCo Employee) and (C) scheduled to be settled in the period between the Distribution Date and March 3, 2026 shall be converted into an award of Adjusted Comcast Phantom Stock Units in accordance with the Comcast Phantom Stock Unit Adjustment Formula, and each such Adjusted Comcast Phantom Stock Unit shall otherwise remain subject to the same terms and conditions (including vesting and payment schedules and, if applicable, deferral elections) as applied to the corresponding Comcast Phantom Stock Units as of immediately prior to the Distribution; provided, for the avoidance of doubt, that service provided to the SpinCo Group by a SpinCo Participant following the Distribution Date shall count for purposes of satisfying the service-based vesting conditions with respect to such Adjusted Comcast Phantom Stock Units.
Appears in 1 contract
Sources: Employee Matters Agreement (Versant Media Group, Inc.)
Phantom Stock Units. (a) Effective as of immediately prior to the Distribution, on the Distribution Date:
(i) except as set forth in Section Section 8.03(a)(iii), each Comcast Phantom Stock Unit that is (A) outstanding as of immediately prior to the Distribution and (B) held by a SpinCo Participant (other than a Former SpinCo Employee) shall be converted into a time-based phantom stock unit award with respect to SpinCo Class A Common Stock (“SpinCo Phantom Stock Units”), with the number of shares of SpinCo Class A Common Stock subject to such SpinCo Phantom Stock Units being determined by multiplying (1) the number of shares of Comcast Class A Common Stock subject to such Comcast Phantom Stock Unit immediately prior to the Distribution by (2) the SpinCo Concentration Ratio, rounded down to the nearest whole share of SpinCo Class A Common Stock, and each such SpinCo Phantom Stock Unit shall be payable in cash and shall otherwise remain subject to the same terms and conditions (including vesting and payment schedules) as applied to the corresponding Comcast Phantom Stock Unit as of immediately prior to the Distribution; provided, for the avoidance of doubt, that such SpinCo Phantom Stock Units shall constitute SpinCo Assumed Employee Liabilities;
(ii) each Comcast Phantom Stock Unit that is (A) outstanding as of immediately prior to the Distribution and (B) held by a Comcast Participant or Former SpinCo Employee shall be converted into an award of adjusted Comcast Phantom Stock Units (the “Adjusted Comcast Phantom Stock Units,” and together with the Adjusted Comcast RSUs and the Adjusted Comcast Options, the “Adjusted Comcast Awards”), with the number of shares of Comcast Class A Common Stock subject to such Adjusted Comcast Phantom Stock Unit being determined by multiplying (1) the number of shares of Comcast Class A Common Stock subject to such Comcast Phantom Stock Unit immediately prior to the Distribution by (2) the Comcast Concentration Ratio, rounded down to the nearest whole share of Comcast Class A Common Stock (the “Comcast Phantom Stock Unit Adjustment Formula”), and each such Adjusted Comcast Phantom Stock Unit shall be payable in cash and shall otherwise remain subject to the same terms and conditions (including vesting and payment schedules and, if applicable, deferral elections) as applied to the corresponding Comcast Phantom Stock Unit as of immediately prior to the Distribution; and
(iii) each Comcast Phantom Stock Unit that is (A) outstanding as of immediately prior to the Distribution, (B) held by a SpinCo Participant (other than a Former SpinCo Employee) and (C) scheduled to be settled in the period between the Distribution Date and March 3, 2026 shall be converted into an award of Adjusted Comcast Phantom Stock Units in accordance with the Comcast Phantom Stock Unit Adjustment Formula, and each such Adjusted Comcast Phantom Stock Unit shall otherwise remain subject to the same terms and conditions (including vesting and payment schedules and, if applicable, deferral elections) as applied to the corresponding Comcast Phantom Stock Units as of immediately prior to the Distribution; provided, for the avoidance of doubt, that service provided to the SpinCo Group by a SpinCo Participant following the Distribution Date shall count for purposes of satisfying the service-based vesting conditions with respect to such Adjusted Comcast Phantom Stock Units.
Appears in 1 contract
Sources: Employee Matters Agreement (Versant Media Group, Inc.)