RSU Share definition
Examples of RSU Share in a sentence
Notwithstanding anything to the contrary in this Agreement, if, upon the advice of its counsel, the Company determines that the settlement of an RSU Share pursuant to this Agreement is or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A (“409A Taxes”) as applicable at the time such settlement is otherwise required under this Agreement, then such payment may be delayed to the extent necessary to avoid 409A Taxes.
Subject to the terms of the Plan, for each RSU that does not terminate prior to the vesting date shown on Exhibit A hereto pursuant to Section 3(c), the Company, or its Subsidiaries or Affiliates, shall issue to the Participant, on the applicable issuance date set forth on Exhibit A (each, an “Issuance Date”), one (1) RSU Share (either by delivering one or more certificates for such shares or by entering such shares in book-entry form, as determined by the Company in its discretion).
However, your rights to any Outstanding RSU that becomes Vested by this Paragraph 11(a)(i) will terminate and no RSU Share will be delivered in respect of that RSU if you Associate With a Covered Enterprise on or before the originally scheduled Vesting Date for that RSU.
Rights to distribution equivalents on an RSU shall terminate upon the issuance or forfeiture of the underlying RSU Share or, if earlier, upon the Participant providing or receiving notice that his or her employment or service with the Company and its Affiliates will terminate.
Notwithstanding the foregoing, from the date an RSU vests until the date the RSU Share is issued with respect to it (such period, the “Vested but Unissued Period”), the Participant shall be entitled to receive distribution equivalents on the vested RSUs from the Company or its Subsidiaries or Affiliates.
Notwithstanding anything to the contrary contained in this Agreement or the Plan, no transfer of an RSU Share shall be made, or, if attempted or purported to be made, shall be effective, unless and until the Company is satisfied that the transfer will not violate any federal or state securities law or any other law or agreement (including this Agreement or the Plan) or the rules of any applicable stock exchange.
Under no circumstances shall the Participant be entitled to receive (a) both a dividend and a dividend equivalent with respect to an RSU (or its associated RSU Share) or (b) any dividend or dividend equivalent with respect to a forfeited or fractional RSU.
Outstanding equity awards held by Executive as of the Date of Termination, if any, shall vest, and any restrictions or RSU Share Holding Periods (as defined in the IPO award certificate) shall expire, as provided in the award certificate memorializing any such outstanding equity award.
Under no circumstances shall the Participant be entitled to receive (a) both a distribution and a distribution equivalent with respect to a vested RSU (or its associated RSU Share) or (b) any distribution or distribution equivalent with respect to an unvested, forfeited or fractional RSU.
One (1) RSU Share shall be issued in payment of each vested RSU not later than the 15th day of the third month after the later of the last day of the Participant’s or the Company’s fiscal year in which the RSU vests, consistent with Treasury Regulation §1.409A-1(b)(4).