FECR definition
Examples of FECR in a sentence
If the EBITDA target with respect to a calendar year is achieved, the Performance RSUs will be granted as soon as practicable after the completion of FECR Rail’s audited financial statements relating to such calendar year, provided that Executive is an active employee at, and has not given or received notice of termination, resignation or retirement of employment (including for Good Reason) prior to, the date of grant.
Any such RSUs will be subject to the terms and conditions of a definitive grant agreement by and among FECR Rail, the Company and Executive, which will provide, among other things, that one-third (1/3) of such shares shall vest on each of the first three anniversaries of the date of grant, generally subject to Executive’s continued employment with the Company on the applicable vesting date.
In the event of an FECR Change in Capitalization, the Board shall make such equitable changes or adjustments as it deems necessary or appropriate to the number and kind of securities or other property (including cash) which may become payable in respect of outstanding RSUs and related DERs hereunder.
Subject to the terms and conditions of this Agreement, the Company hereby grants a “Dividend Equivalent Right” (or “DER”) to the Grantee with respect to each RSU granted hereunder (the “Related RSU”) and the notional FECR Holding LLC Interests underlying such RSU.
Subject to those terms and conditions, the DERs granted hereunder give the Grantee the right to receive cash payments (the “DER Payments”) on each date during the “DER Term” (defined below) on which a dividend is paid with respect to the notional FECR Holding LLC Interests underlying the related RSUs (each such date, a “DER Payment Date”).
The Grantee agrees that during the term of Grantee’s employment by the Company, Railway LLC or a subsidiary or affiliate, and thereafter, the Grantee shall not make any disparaging or defamatory comments regarding the Company, FECR Holding LLC, or any of its affiliates or, after termination of that employment relationship, make any comments concerning any aspect of the termination of their relationship.
The amount of each DER Payment shall be an amount equal to (i) the number of notional FECR Holding LLC Interests underlying the Related RSUs on the DER Payment Date, multiplied by (ii) the “Per Share Dividend Amount” (defined below) applicable to the relevant dividend payment date for FECR Holding LLC Interests.
The Company and FECR Holding LLC shall not be required to transfer on their books any certificate for Issued Securities in violation of the provisions of this RSU Agreement.
Notwithstanding the foregoing, (i) no fractional FECR Shares shall be issued hereunder, and (ii) where, absent this restriction, the Grantee would be entitled to receive a fractional FECR Share hereunder, the Grantee shall instead be entitled to receive cash in an amount equal to the value of such fractional share payable at such time that the fractional share would have otherwise been paid.
Except as provided in this Section 4, Grantee shall have no rights of a shareholder or equityholder (including, without limitation, voting rights) under this RSU Agreement unless and until FECR Shares or FECR Holding LLC Interests are delivered to the Grantee following vesting of Grantee’s RSUs.