Phantom Stock Units. The Employee hereby accepts the Phantom Stock Units and agrees with respect thereto as follows:
Phantom Stock Units. Each phantom stock unit (each, a “Phantom Unit”) subject to the Company 2008 Deferred Compensation and Stock Plan for Directors and outstanding immediately prior to the Effective Time shall be deemed converted into an amount in cash equal to (i) the number of Phantom Units in the Director’s account, multiplied by (ii) the Cash Award Consideration. The consideration payable under this Section 4.6(e) to each former holder of a Phantom Unit that was outstanding immediately prior to the Effective Time shall be paid to such former holder as soon as practicable following the Effective Time (but in any event not later than ten (10) Business Days thereafter), net of any Taxes withheld pursuant to Section 4.2(h); provided, however, that to the extent any such payment would cause an impermissible acceleration event under Section 409A, such amounts will be paid at the earliest time such payment would not cause an impermissible acceleration event under Section 409A.
Phantom Stock Units. The phantom stock units awarded to each Moody's Director and New D&B Director ("Corporation Phantom Stock Units") shall be adjusted or substituted, as the case may be, into a number of Moody's Phantom Stock Units equal to the number of Corporation Phantom Stock Units held by such Moody's Director or New D&B Director immediately prior to the Distribution and a number of New D&B Phantom Stock Units equal to fifty percent of the number of Corporation Phantom Stock Units held by such Corporation Director immediately prior to the Distribution. As of the Effective Time, the Moody's Group shall retain Liabilities relating to the Moody's Phantom Stock Units and the New D&B Phantom Stock Units held by Moody's Directors. As of the Effective Time, the New D&B Group shall assume Liabilities with respect to the Moody's Phantom Stock Units and the New D&B Phantom Stock Units held by all other Corporation Directors. Except as otherwise provided in the New D&B Replacement Plans, the Corporation Stock Incentive Plans, this Section 6.6 or Section 6.8, the Moody's Phantom Stock Units and the New D&B Phantom Stock Units will have the same terms and conditions as the Corporation Phantom Stock Units from which they arose.
Phantom Stock Units. All compensation deferred pursuant to a Deferral Election shall be credited to the Participant's Deferral Account and shall be deemed to be invested in Phantom Stock Units ("Units").
Phantom Stock Units. The number of Phantom Stock Units subject to the Award shall be _________________________________ (_______). Each Phantom Stock Unit represents the Company’s unfunded and unsecured obligation to make a cash payment equal to the value of one share of the Company’s common stock (“Common Stock”), $.01 par value per share, in accordance with this Award, subject to the terms of this Award and the Plan.
Phantom Stock Units. At the earlier to occur of the Offer Closing or the Effective Time (such earlier time, the “Acceleration Time”), each outstanding Phantom Stock Unit (as defined in Section 6.1(b)) shall be cancelled and shall only entitle the holder thereof to receive, as soon as reasonably practicable after the Acceleration Time, but in any event no later than the earlier of (i) the second payroll period or (ii) thirty (30) days following the Acceleration Time, an amount in cash, for each Phantom Stock Unit, equal to the Per Share Merger Consideration, less applicable Taxes required to be withheld with respect to such payment.
Phantom Stock Units. (i) At the Effective Time, each outstanding Phantom Stock Unit granted prior to March 19, 2012, whether vested or unvested, shall be cancelled and shall only entitle the holder thereof to receive from the Company, in full settlement of such Phantom Stock Unit, as soon as reasonably practicable after the Effective Time (but in any event no later than three Business Days after the Effective Time), an amount in cash, equal to the product of (x) the total number of units subject to such Phantom Stock Unit immediately prior to the Effective Time using, if applicable, the target (100%) level of achievement under the respective award agreement to determine such number and (y) the Per Share Merger Consideration, less applicable Taxes required to be withheld with respect to such payment.
Phantom Stock Units. At the Effective Time, each outstanding Phantom Stock Unit (as defined in Section 5.1(b)) shall be cancelled and shall only entitle the holder thereof to receive, as soon as reasonably practicable after the Effective Time, but in any event no later than the earlier of (i) the second payroll period or (ii) thirty (30) days following the Effective Time, an amount in cash, for each Phantom Stock Unit, equal to the Per Share Merger Consideration, less applicable Taxes required to be withheld with respect to such payment.
Phantom Stock Units. 36 PLAN.....................................................................36 PROCESSES................................................................26
Phantom Stock Units. As of the Effective Time, each Phantom Stock Unit shall be converted into a phantom stock unit award with respect to the same number of Rollover Units as the number of Common Units to which such Phantom Stock Unit was subject (each, an “Assumed Phantom Stock Unit”), and otherwise with the same terms and conditions as were applicable to such Phantom Stock Unit immediately prior to the Effective Time (including with respect to vesting and termination-related vesting provisions) as applied to the award of Phantom Stock Units for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of the Partnership GP are appropriate to conform the administration of the Assumed Phantom Stock Units.
