Shadow Stock Clause Samples
The Shadow Stock clause establishes a mechanism for tracking hypothetical shares or equity interests that mirror the performance of actual company stock, without conferring real ownership. Typically, shadow stock is used in employee incentive plans, where participants receive benefits based on the value or appreciation of these notional shares, often paid out in cash or real shares at a later date. This clause allows companies to reward employees for company growth while retaining control over actual equity, thereby aligning incentives without diluting ownership.
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Shadow Stock. The Company and the Executive have entered into a Shadow Stock Agreement dated the date of this Agreement, a copy of which is attached hereto as Exhibit A.
Shadow Stock. Subject to the following terms and conditions, the Executive shall be granted units of shadow stock ("Units") pursuant to the ▇▇▇▇▇▇ Energy Company 1982 Shadow Stock Plan (the "Shadow Plan"), and such Units shall vest, at the time and in the amounts set forth in the following table: Date of Grant Vesting Date Number of Units November 1, 2001 October 31, 2002 300,000 Units November 1, 2002 October 31, 2003 300,000 Units November 1, 2003 October 31, 2004 300,000 Units November 1, 2004 April 30, 2005 150,000 Units Notwithstanding the foregoing, these grants will become effective only if the Committee affirmatively authorizes such grant at a meeting prior to November 1 of each year and the Committee may in its sole discretion, at any time prior to the granting of Units pursuant to this Section 4(D) alter the number of such Units to be granted and/or condition the vesting of such Units on the performance of such criteria as the Committee shall elect. In the event the Executive remains continuously employed by Parent or ▇▇▇▇▇▇ until the applicable vesting date, then all restrictions on the Units shall expire and the Units shall vest. On each date that Units vest in accordance with the foregoing table, the then value of the Units will thereupon be credited to the Executive's account in the ▇▇▇▇▇▇ Executive Deferred Compensation Program. In the event the Executive's employment with Parent and ▇▇▇▇▇▇ terminates prior to the expiration of the Primary Term and following a "Change of Control" (as such term is hereinafter defined) or if the Executive's employment is terminated by Parent or ▇▇▇▇▇▇ for reasons which do not constitute "Cause" as defined herein, then any Units which have not vested in accordance with the foregoing table shall be vested as of such termination date and all restrictions on the Units will expire and the then value of the Units will thereupon be credited to the Executive's account in the ▇▇▇▇▇▇ Executive Deferred Compensation Program. Subject to the provisions of Section 7 below, in the event the Executive's employment with Parent and ▇▇▇▇▇▇ terminates prior to the expiration of the Primary Term for any reason other than those set forth in the preceding sentence, then all of the Executive's rights in the Units which have not previously vested in accordance with the foregoing table shall terminate as of the date of termination, and all rights thereunder shall cease. The Units will be evidenced by a Shadow Stock Agreement between Parent and the E...
Shadow Stock million dollars, divided by (b) the fair market value of the Common Stock on the Effective Date ($45.75), rounded up to the next whole Unit (148,634 units). All restrictions on the Units will expire and the Units will become exercisable in full in the event (x) the Executive remains continuously employed through the expiration of the Primary Term, or (y) the Executive's employment terminates prior to the expiration of the Primary Term due to death, "Disability," termination by the Company without "Cause," termination by the Executive for "Good Reason," or following a "Change of Control" (as such terms are hereinafter defined). In the event the Executive's employment terminates prior to the expiration of the Primary Term for any reason other than those set forth in the preceding sentence, then the restrictions on the Units shall lapse as of the date of termination as to a portion of the Units which equals (i) the number of Units originally awarded multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed from the Effective Date to the date of termination and the denominator of which is 1,825 (the number of days in the Primary Term). For purposes of determining the Executive's rights with respect to the Units under the Shadow Plan upon termination of employment due to retirement, any termination of the Executive's employment by the Company without Cause or termination by the Executive for Good Reason would be deemed to constitute a retirement. The Units shall have a ten-year term from the Effective Date, subject to earlier expiration in accordance with the Shadow Plan, in the event of voluntary resignation prior to retirement without Good Reason or termination by the Company for Cause. The Units will be evidenced by a Shadow Stock Agreement between the Company and the Executive.
Shadow Stock. In connection with your employment, you are being granted a shadow stock award which will entitle you to a cash payment equal to the appreciation, if any, in the value of a 5% interest in the common stock of the Company from November 30, 1995 until November 30, 2000. The amount of appreciation will be paid to you in a lump sum as soon as practicable after the conclusion of the five-year shadow period. The value of the shadow stock at the commencement of the employment period shall be equal to 5% of the capital employed in the Company as determined on November 30, 1995. The value of the shadow stock on November 30, 2000 shall be equal to the greater of (i) 5% of the capital employed in the Company at November 30, 2000, or (ii) 5% times the net income of the Company before interest and taxes for the 12-month period ending November 30, 2000, multiplied by 8. The capital employed in the Company at November 30, 1995 and November 30, 2000 and the net income of the Company for the 12-month period ending November 30, 2000 shall be determined by the Company's outside accountants based on the books and records of the Company at such dates without audit but excluding Videojet Systems International and MICAP Technology. The determination of the Company's outside accountants shall be final and binding on the Company and you. In the event of a sale or other disposition of the stock of the Company, or substantially all of its assets, to a party other than a subsidiary or associated company while you are employed hereunder, the amount of appreciation shall be determined by subtracting 5% of the capital employed in the Company on November 30, 1995 from an amount equal to 5% of the net proceeds of the transaction, and you shall be paid the entire amount of such appreciation as soon as possible after the consummation of the transaction. In the event of your death, total permanent disability or termination of employment by the Company without cause during the five-year shadow period, you will be entitled to a cash payment equal to the appreciation, if any, in the value of the vested portion of the shares of Company stock on which this award is based, from the date hereof until the last day of the calendar month in which your death, disability or termination of employment occurs. In the case of