Common use of Stockholder Rights and Dividend Equivalents Clause in Contracts

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the shares of Common Stock subject to the Award until Participant becomes the record holder of those shares upon their actual issuance following the Corporation's collection of the applicable Withholding Taxes. Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., the underlying shares of Common Stock are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dividend equivalent to the actual dividend or distribution that would have been paid on the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under this Award, had that number of shares been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shares, the phantom dividend equivalents credited to those particular shares in the book account shall vest, and those vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of those vested shares. However, such distribution shall be subject to the Corporation's collection of the Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed in shares of Common Stock, the following conversion process will be in effect. For each such dividend or distribution that is to be converted into shares of Common Stock, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock subject to this Award had they been actually issued and outstanding shares at the time of such dividend or distribution will be divided by the Fair Market Value per share of Common Stock measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock rounded down to the next whole share of Common Stock. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be controlling.

Appears in 2 contracts

Samples: Performance Share Award Agreement (Gilead Sciences Inc), Performance Share Award Agreement (Gilead Sciences Inc)

AutoNDA by SimpleDocs

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the shares of Common Stock subject to the Award until Participant becomes the record holder of those shares upon their actual issuance following the Corporation's Exhibit 10.51 collection of the applicable Withholding Taxes. Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., the underlying shares of Common Stock are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dividend equivalent to the actual dividend or distribution that would have been paid on the maximum number of shares of Common Stock that can qualify as Performance-Qualified Shares under this Award, had that number of shares been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shares, the phantom dividend equivalents credited to those particular shares in the book account shall vest, and those vested dividend equivalents shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstances) concurrently with the issuance of those vested shares. However, such distribution shall be subject to the Corporation's collection of the Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed in shares of Common Stock, the following conversion process will be in effect. For each such dividend or distribution that is to be converted into shares of Common Stock, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock subject to this Award had they been actually issued and outstanding shares at the time of such dividend or distribution will be divided by the Fair Market Value per share of Common Stock measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock rounded down up to the next whole share of Common Stock. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be controlling.

Appears in 1 contract

Samples: Performance Share Award Agreement (Gilead Sciences Inc)

AutoNDA by SimpleDocs

Stockholder Rights and Dividend Equivalents. (a) The holder of this Award shall not have any stockholder rights, including voting, voting or dividend or liquidation rights, with respect to the shares of Common Stock Shares subject to the Award until the Participant becomes the record holder of those shares upon Shares following their actual issuance following upon the Corporation's collection of the applicable Withholding Taxes. Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary and whether payable in cash, securities (other than shares of Common Stock) Stock or other property, be declared and paid on the outstanding Common Stock while one or more Performance Shares remain subject to this Award (i.e., the underlying shares of Common Stock those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for the Participant and credited with a phantom dividend equivalent to the actual dividend or distribution that which would have been paid on the maximum number of shares of Common Stock that can qualify as Performance-Qualified Maximum Shares under this Award, had that number of shares they been issued and outstanding and entitled to that dividend or distribution. As one or more shares of Common Stock the Shares subsequently vest hereunder upon the satisfaction of the applicable vesting requirements for those shareshereunder, the phantom dividend equivalents so credited to those particular shares Shares in the book account shall vest, and those vested dividend equivalents shall be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution or in such other form as the Administrator deems appropriate under the circumstancesdistribution) concurrently with the issuance of the vested Shares to which those vested sharesphantom dividend equivalents relate, and in any event within 21/2 months after the last day of any calendar quarter in which any Shares subject to the Award became vested. The phantom dividend equivalents so credited to any Shares that do not vest pursuant to this Agreement shall be forfeited and the Participant shall cease to have any right or entitlement to receive any such phantom dividend equivalents. However, each such distribution shall be subject to the Corporation's collection of the Withholding Taxes applicable to that distribution. To the extent any phantom dividend equivalents are to be distributed in shares of Common Stock, the following conversion process will be in effect. For each such dividend or distribution that is to be converted into shares of Common Stock, the aggregate dollar value of the cash, securities or other property that would have been paid as an actual dividend or distribution on the shares of Common Stock subject to this Award had they been actually issued and outstanding shares at the time of such dividend or distribution will be divided by the Fair Market Value per share of Common Stock measured as of the date on which such dividend or distribution was paid on the outstanding Common Stock, with any fractional share of Common Stock rounded down to the next whole share of Common Stock. The Administrator shall have the sole discretion to determine the dollar value of any such dividend or distribution paid other than in the form of cash, and its determination shall be controlling.

Appears in 1 contract

Samples: United Online Inc

Time is Money Join Law Insider Premium to draft better contracts faster.