Virginia
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001-12658
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54-1692118
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(IRS employer
identification no.)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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COMMON STOCK, $.01 Par Value
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ALB
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New York Stock Exchange
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Name
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Title
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RSUs on
Date of Grant
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Scott A. Tozier
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Executive Vice President and Chief Financial Officer
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12,218
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Karen G. Narwold
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Executive Vice President, Chief Administrative Officer and General Counsel
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3,055
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Raphael G. Crawford
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President, Catalysts
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9,164
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Netha N Johnson, Jr.
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President, Bromine Specialties
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9,164
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Exhibit Number
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Exhibit Description
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ALBEMARLE CORPORATION
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Date: March 4, 2020
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By:
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/s/ Karen G. Narwold
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Karen G. Narwold
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Executive Vice President, Chief Administrative Officer and General Counsel
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1.
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Grant Date. Pursuant to the Plan, the Company, on ________________, _____ (the “Grant Date”), granted Participant an incentive award (“Award”) in the form of XXXX Restricted Stock Units, subject to the terms and conditions of the Plan and subject to the terms and conditions set forth herein.
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2.
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Accounts. Restricted Stock Units granted to Participant shall be credited to an account (the “Account”) established and maintained for Participant. A Participant’s Account shall be the record of Restricted Stock Units granted to the Participant under the Plan, is solely for accounting purposes and shall not require a segregation of any Company assets.
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3.
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Terms and Conditions. Except as otherwise provided herein, the Restricted Stock Units shall remain nonvested and subject to substantial risk of forfeiture.
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4.
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Value of Units. The value of each Restricted Stock Unit on any date shall be equal to the value of one share of the Company’s Common Stock on such date.
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5.
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Value of Stock. For purposes of this Award, the value of the Company’s Common Stock is the Fair Market Value of the Stock (as defined in the Plan) on the relevant date.
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6.
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Vesting. Participant’s interest in the Restricted Stock Units shall become vested and non-forfeitable on the third anniversary of the Grant Date.
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7.
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Upon a Qualifying Termination Event. Notwithstanding anything in this Notice of Award to the contrary, if, prior to the forfeiture of Restricted Stock Units under paragraph 8, Participant experiences a Qualifying Termination Event (as defined below), Restricted Stock Units that are forfeitable shall become non-forfeitable as of the date of the Qualifying Termination Event.
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8.
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Forfeiture. All Restricted Stock Units that are forfeitable shall be forfeited if Participant’s employment with the Company or an Affiliate terminates for any reason except the Participant’s death or Disability or as provided in paragraph 18.
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9.
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Time of Payment. Payment of Participant’s Restricted Stock Units shall be made as soon as practicable after the Units have become vested, but in no event later than March 15th of the calendar year after the year in which the Units vest.
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10.
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Form of Payment. The vested Restricted Stock Units shall be paid in whole shares of the Company’s Common Stock.
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11.
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Death of Participant. If Participant dies prior to the payment of his or her non-forfeitable Restricted Stock Units, such Units shall be paid to his or her Beneficiary. Participant shall have the right to designate a Beneficiary in accordance with procedures established under the Plan for such purpose. If Participant fails to designate a Beneficiary, or if at the time of the Participant’s death there is no surviving Beneficiary, any amounts payable will be paid to the Participant’s estate.
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12.
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Taxes. The Company will withhold from the Award the number of shares of Common Stock necessary to satisfy Federal tax-withholding requirements and state and local tax-withholding requirements with respect to the state and locality designated by the Participant as their place of residence in the Company's system of record at the time the Award becomes taxable, except to the extent otherwise determined to be required by the Company, subject, however, to any special rules or provisions that may apply to Participants who are non-US employees (working inside or outside of the United States) or US employees working outside of the United States. It is the Participant's responsibility to properly report all income and remit all Federal, state, and local taxes that may be due to the relevant taxing authorities as the result of receiving this Award.
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13.
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No Right to Continued Employment. Neither this Award nor the granting or vesting of Restricted Stock Units shall confer upon Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate the Participant’s employment at any time.
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14.
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Change in Capital Structure. In accordance with the terms of the Plan, the terms of this Award shall be adjusted as the Committee determines is equitable in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization.
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15.
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Governing Law. This Award shall be governed by the laws of the Commonwealth of Virginia and applicable Federal law. All disputes arising under this Award shall be adjudicated solely within the state or Federal courts located within the Commonwealth of Virginia.
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16.
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Conflicts. (a) In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Award, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Grant Date.
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17.
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Binding Effect. Subject to the limitations stated above and in the Plan, this Award shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.
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18.
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Change in Control. In the event of a Change in Control (as defined in the Plan) prior to the forfeiture of the Restricted Stock Units under paragraph 8, the provisions of this paragraph 18 shall apply in addition to the provisions of Article 17 (and related provisions) of the Plan.
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19.
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Qualifying Termination Event and Other Terms.
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1.
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Grant Date. Pursuant to the Plan, the Company, on ________________, _____ (the “Grant Date”), granted Participant an incentive award (“Award”) in the form of XXXX Restricted Stock Units, subject to the terms and conditions of the Plan and subject to the terms and conditions set forth herein.
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2.
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Accounts. Restricted Stock Units granted to Participant shall be credited to an account (the “Account”) established and maintained for Participant. A Participant’s Account shall be the record of Restricted Stock Units granted to the Participant under the Plan, is solely for accounting purposes and shall not require a segregation of any Company assets.
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3.
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Terms and Conditions. Except as otherwise provided herein, the Restricted Stock Units shall remain nonvested and subject to substantial risk of forfeiture.
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4.
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Value of Units. The value of each Restricted Stock Unit on any date shall be equal to the value of one share of the Company’s Common Stock on such date.
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5.
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Value of Stock. For purposes of this Award, the value of the Company’s Common Stock is the Fair Market Value of the Stock (as defined in the Plan) on the relevant date.
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6.
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Vesting. Participant’s interest in one half of the Restricted Stock Units shall become vested and non-forfeitable on the third anniversary of the Grant Date. The final one half of the Restricted Stock Units shall become vested and non-forfeitable as of the fourth anniversary of the Grant Date.
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7.
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Upon a Qualifying Termination Event. Notwithstanding anything in this Notice of Award to the contrary, if, prior to the forfeiture of the Restricted Stock Units under paragraph 8, Participant experiences a Qualifying Termination Event (as defined below), Restricted Stock Units that are forfeitable shall become vested as to a pro-rata portion of the Award, as determined in accordance with the following sentence. The pro-rata portion of the Award that shall vest pursuant to the preceding sentence shall be equal to 1/36th of the Restricted Stock Units subject to the Award, for each full month of service performed by the Participant after the Grant Date and prior to the Qualifying Termination Event. The non-vested portion of the Award shall be forfeited.
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8.
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Forfeiture. Except as provided in paragraph 18, all Restricted Stock Units that are forfeitable shall be forfeited if Participant’s employment with the Company or an Affiliate terminates for any reason except a Qualifying Termination Event.
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9.
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Time of Payment. Payment of Participant’s Restricted Stock Units shall be made as soon as practicable after the Units have vested, but in no event later than March 15th of the calendar year after the year in which the Units vest.
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10.
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Form of Payment. The vested Restricted Stock Units shall be paid in whole shares of the Company’s Common Stock.
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11.
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Death of Participant. If Participant dies prior to the payment of his or her non-forfeitable Restricted Stock Units, such Units shall be paid to his or her Beneficiary. Participant shall have the right to designate a Beneficiary in accordance with procedures established under the Plan for such purpose. If Participant fails to designate a Beneficiary, or if at the time of the Participant’s death there is no surviving Beneficiary, any amounts payable will be paid to the Participant’s estate.
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12.
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Taxes. The Company will withhold from the Award the number of shares of Common Stock necessary to satisfy Federal tax-withholding requirements and state and local tax-withholding requirements with respect to the state and locality designated by the Participant as their place of residence in the Company's system of record at the time the Award becomes taxable, except to the extent otherwise determined to be required by the Company, subject, however, to any special rules or provisions that may apply to Participants who are non-US employees (working inside or outside of the United States) or US employees working outside of the United States. It is the Participant's responsibility to properly report all income and remit all Federal, state, and local taxes that may be due to the relevant taxing authorities as the result of receiving this Award.
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13.
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No Right to Continued Employment. Neither this Award nor the granting or vesting of Restricted Stock Units shall confer upon Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate the Participant’s employment at any time.
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14.
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Change in Capital Structure. In accordance with the terms of the Plan, the terms of this Award shall be adjusted as the Committee determines is equitable in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization.
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15.
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Governing Law. This Award shall be governed by the laws of the Commonwealth of Virginia and applicable Federal law. All disputes arising under this Award shall be adjudicated solely within the state or Federal courts located within the Commonwealth of Virginia.
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16.
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Conflicts.
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17.
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Binding Effect. Subject to the limitations stated above and in the Plan, this Award shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.
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18.
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Change in Control. In the event of a Change in Control (as defined in the Plan) prior to the forfeiture of the Restricted Stock Units under paragraph 8, the provisions of this paragraph 18 shall apply in addition to the provisions of Article 17 (and related provisions) of the Plan.
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19.
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Qualifying Termination Event and Other Terms.
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1.
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Grant Date. Pursuant to the Plan, the Company, on __________, _____ (the “Grant Date”), granted Participant an Award (“Award”) in the form of «# of Units» ROIC Performance Units (which number of Units is also referred to herein as the “Target Units”), subject to the terms and conditions of the Plan and subject to the terms and conditions set forth herein.
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2.
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Accounts. ROIC Performance Units granted to Participant shall be credited to an account (the “Account”) established and maintained for Participant. The Account of Participant shall be the record of ROIC Performance Units granted to the Participant under the Plan, is solely for accounting purposes and shall not require a segregation of any Company assets.
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3.
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Definitions. Terms used in this Award Notice shall have the following meanings:
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(a)
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“Measurement Period” means the _____, _____ and _____ calendar period.
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(b)
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“ROIC” (Return on Invested Capital) shall be calculated for each calendar year during the Measurement Period and is determined as the amount derived pursuant to the following quotient:
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(c)
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“3-Year ROIC” means the Company’s annual ROIC averaged for the Measurement Period.
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(d)
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“Net Income” means the Net Income Attributable to Albemarle Corporation as disclosed in the Company’s Annual Report on Form 10-K for the applicable year.
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(e)
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“Interest Income” means interest income included in the determination of “Other (expenses) income, net” as disclosed in the Company’s Annual Report on Form 10-K for the applicable year. For purposes of this Award Notice, Interest Income shall be adjusted to be net of tax.
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(f)
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“Interest Expense” means “Interest and financing expenses” as disclosed in the Company’s Annual Report on Form 10-K for the applicable year. For purposes of this Award Notice, Interest Expense shall be adjusted to be net of tax.
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(g)
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“Prior Year End Total Capital” means Total Capital on the last day of the previous year.
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(h)
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“Current Year End Total Capital” means Total Capital on the last day of the current year.
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4.
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Terms and Conditions. No Award shall be earned and Participant’s interest in the ROIC Performance Units granted hereunder shall be forfeited, except to the extent that the requirements of this Notice are satisfied.
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5.
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Performance Criteria. Except as otherwise provided herein, Participant’s ROIC Performance Units shall be earned on the Award Date in a percentage determined by the performance level for the 3-Year ROIC achieved during the Measurement Period, as set forth on Exhibit A. This Award is not intended to constitute qualified performance-based compensation under Code Section 162(m) and shall not be subject to the provisions of the Plan applicable to such Awards. The performance criteria set forth on Exhibit A may be adjusted by the Committee in its sole and absolute discretion to reflect any extraordinary or significant events that affect ROIC.
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6.
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Value of Units. The value of each ROIC Performance Unit shall be equal to the value of one share of the Company’s Common Stock.
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7.
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Value of Stock. For purposes of this Award, the value of the Company’s Common Stock is the Fair Market Value (as defined in the Plan) on the date any ROIC Performance Units become vested and payable hereunder.
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8.
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Earned Awards. As soon as practicable after the end of the Measurement Period, a determination shall be made by the Committee of the number of whole ROIC Performance Units that Participant has earned. The date as of which the Committee determines the number of ROIC Performance Units earned shall be the “Award Date.”
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9.
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Restrictions. Except as provided herein, the earned ROIC Performance Units shall remain unvested and forfeitable.
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10.
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Vesting. Participant’s interest in one-half of the earned ROIC Performance Units shall become vested and non-forfeitable on the Award Date and will be paid as soon as practicable thereafter. The final one-half of the earned ROIC Performance Units shall become vested and non-forfeitable as of January 1 of the first calendar year following the calendar year that contains the Award Date.
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11.
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During the Measurement Period. Notwithstanding anything in this Notice of Award to the contrary, if a Participant separates from service prior to the end of the Measurement Period on account of a Qualifying Termination Event, then a pro-rata number (as determined in accordance with the following sentence) of the Participant’s ROIC Performance Units shall be earned under paragraph 8 above as of the Award Date, based on the actual level of achievement of the performance criteria set forth on Exhibit A, and any remaining ROIC Performance Units shall be forfeited. The pro-rata number of ROIC Performance Units earned pursuant to the preceding sentence shall be equal to 1/36th of the Units granted, for each full month of service performed by the Participant during the Measurement Period. The number of ROIC Performance Units earned shall be determined by the Committee in its sole and absolute discretion within the limits provided in the Plan and the earned ROIC Performance Units shall be fully vested as of the Award Date, and payable pursuant to paragraphs 15-17 hereof.
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12.
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After the Measurement Period. Notwithstanding anything in this Notice of Award to the contrary, if after the Measurement Period ends, but prior to the Award Date, Participant experiences a Qualifying Termination Event, such Participant shall earn his ROIC Performance Units pursuant to paragraph 8 and such earned Units shall be fully vested as of the Award Date and payable pursuant to paragraphs 15-17 hereof.
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13.
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During the Vesting Period. Notwithstanding anything in this Notice of Award to the contrary if, after the Award Date, but prior to the forfeiture of the ROIC Performance Units under paragraph 14, Participant experiences a Qualifying Termination Event, then all earned ROIC Performance Units that are forfeitable shall become non-forfeitable as of the date of the Qualifying Termination Event and shall be paid pursuant to paragraphs 15-17 hereof.
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14.
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Forfeiture. Except as provided in paragraph 24 hereof, all ROIC Performance Units that are forfeitable shall be forfeited if Participant’s employment with the Company or an Affiliate terminates for any reason except a Qualifying Termination Event.
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15.
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Time of Payment. Payment of Participant’s ROIC Performance Units shall be made as soon as practicable after the Units have become non-forfeitable (or the Award Date, if later), but in no event later than March 15th of the calendar year after the year in which the Units become earned and non-forfeitable.
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16.
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Form of Payment. The vested ROIC Performance Units shall be paid in whole shares of the Company’s Common Stock.
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17.
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Death of Participant. If Participant dies prior to the payment of his earned and vested ROIC Performance Units, an amount equal to the amount of the Participant’s non-forfeitable ROIC Performance Units shall be paid to his or her Beneficiary. Participant shall have the right to designate a Beneficiary in accordance with procedures established under the Plan for such purpose. If Participant fails to designate a Beneficiary, or if at the time of the Participant’s death there is no surviving Beneficiary, any amounts payable will be paid to the Participant’s estate.
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18.
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Taxes. The Company will withhold from the Award the number of shares of Common Stock necessary to satisfy Federal tax-withholding requirements and state and local tax-withholding requirements with respect to the state and locality designated by the Participant as their place of residence in the Company's system of record at the time the Award becomes taxable, except to the extent otherwise determined to be required by the Company, subject, however, to any special rules or provisions that may apply to Participants who are non-US employees (working inside or outside of the United States) or US employees working outside of the United States. It is the Participant's responsibility to properly report all income and remit all Federal, state, and local taxes that may be due to the relevant taxing authorities as the result of receiving this Award.
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19.
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No Right to Continued Employment. Neither this Award nor the granting, earning or vesting of ROIC Performance Units shall confer upon Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate the Participant’s employment at any time.
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20.
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Change in Capital Structure. In accordance with the terms of the Plan, the terms of this Award shall be adjusted as the Committee determines is equitable in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization.
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21.
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Governing Law. This Award shall be governed by the laws of the Commonwealth of Virginia and applicable Federal law. All disputes arising under this Award shall be adjudicated solely within the state or Federal courts located within the Commonwealth of Virginia.
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22.
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Conflicts. (a) In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Award, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Grant Date.
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23.
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Binding Effect. Subject to the limitations stated above and in the Plan, this Award shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.
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24.
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Change in Control. The provisions of this paragraph 24 shall apply in the event of a Change in Control (as defined in the Plan) prior to the forfeiture of the ROIC Performance Units under paragraph 14.
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(i)
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a change in the Participant’s position which in the Participant’s reasonable judgment does not represent a promotion of the Participant’s status or position immediately prior to the Change in Control or the assignment to the Participant of any duties or responsibilities, or diminution of duties or responsibilities, which in the Participant’s reasonable judgment are inconsistent with the Participant’s position in effect immediately prior to the Change in Control;
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(ii)
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a reduction by the Company in the annual rate of the Participant’s base salary as in effect immediately prior to the date of a Change in Control;
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(iii)
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the Company’s requiring the Participant’s office nearest to the Participant’s principal residence to be located at a different place which is more than thirty-five (35) miles from where such office is located immediately prior to a Change in Control;
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(iv)
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the failure by the Company to continue in effect compensation or benefit plans in which the Participant participates, which in the aggregate provide the Participant compensation and benefits substantially equivalent to those prior to a Change in Control; or
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(v)
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the failure of the Company to obtain a satisfactory agreement from any applicable successor entity to assume and agree to perform under any Severance Compensation Agreement.
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25.
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Qualifying Termination Event and Other Terms
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Performance Level
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3-Year ROIC Achieved in Measurement Period
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Percentage of Target Units Earned*
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Poor
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Less than ___%
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___%
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Threshold
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___%
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___%
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Target
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___%
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___%
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Superior
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___%
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___%
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1.
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Grant Date. Pursuant to the Plan, the Company, on __________, _____ (the “Grant Date”), granted Participant an Award (“Award”) in the form of «# of Units» TSR Performance Units (which number of Units is also referred to herein as the “Target Units”), subject to the terms and conditions of the Plan and subject to the terms and conditions set forth herein.
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2.
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Accounts. TSR Performance Units granted to Participant shall be credited to an account (the “Account”) established and maintained for Participant. The Account of Participant shall be the record of TSR Performance Units granted to the Participant under the Plan, is solely for accounting purposes and shall not require a segregation of any Company assets.
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3.
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Definitions. Terms used in this Award Notice shall have the following meanings:
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(a)
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“TSR” means “Total Shareholder Return.”
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(b)
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“TSR %” is calculated using the following formula:
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(c)
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“Starting Stock Price” means the average closing price of the Company’s Common Stock over the 20-trading-day period commencing January 1, _____.
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(d)
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“Ending Stock Price” means the average closing price of the Company’s Common Stock over the 20-trading-day period ending December 31, _____.
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(e)
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“Reinvested Dividends” means the value of reinvested dividends paid on the Company’s Common Stock over the Measurement Period (as defined in paragraph 5).
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(f)
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“TSR Relative to Peer Group” is the TSR % of the Company as compared to the TSR % of the Peer Group.
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(g)
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“Peer Group” is the group of companies listed on Exhibit A. If a company in the Peer Group has its common stock delisted or if it no longer exists as a separate entity, the TSR % will be retroactively calculated for the remainder of the Performance Period without such company.
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4.
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Terms and Conditions. No Award shall be earned and Participant’s interest in the TSR Performance Units granted hereunder shall be forfeited, except to the extent that the requirements of this Notice are satisfied.
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5.
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Performance Criteria. Participant’s TSR Performance Units shall be earned on the Award Date based on the following formula (to the nearest whole TSR Performance Unit). Such TSR Performance Units shall be subject to the terms and conditions set forth in the following paragraphs of this Notice of Award.
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(a)
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The Measurement Period is the _____, _____ and _____ calendar period.
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(b)
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Earned Award = TSR % of Target Units x TSR Performance Units
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(c)
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TSR % of Target Units. The TSR % of Target Units is determined according to the following table (awards to be interpolated between the TSR %s below):
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(d)
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The Company shall retain discretion to decrease Awards but may not increase any Awards, directly or indirectly, hereunder.
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(e)
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For purposes of this Award, the number of earned TSR Performance Units will be rounded to the nearest whole number.
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(f)
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Notwithstanding anything herein to the contrary, if the Company’s TSR for the Measurement Period is negative, no more than 100% of the TSR Performance Units may be earned and become vested and non-forfeitable hereunder.
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6.
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Value of Units. The value of each TSR Performance Unit shall be equal to the value of one share of the Company’s Common Stock.
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7.
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Value of Stock. For purposes of this Award, the value of the Company’s Common Stock is the Fair Market Value (as defined in the Plan) on the date any TSR Performance Units become vested and payable hereunder.
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8.
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Earned Awards. As soon as practicable after the end of the Measurement Period, a determination shall be made by the Committee of the number of whole TSR Performance Units that Participant has earned. The date as of which the Committee determines the number of TSR Performance Units earned shall be the “Award Date.”
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9.
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Restrictions. Except as provided herein, the earned TSR Performance Units shall remain unvested and forfeitable.
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10.
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Vesting. Participant’s interest in one-half of the earned TSR Performance Units shall become vested and non-forfeitable on the Award Date and will be paid as soon as practicable thereafter. The final one-half of the earned TSR Performance Units shall become vested and non-forfeitable as of January 1 of the first calendar year following the calendar year that contains the Award Date.
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11.
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During the Measurement Period. Notwithstanding anything in this Notice of Award to the contrary, if a Participant separates from service prior to the end of the Measurement Period on account of a Qualifying Termination Event, then a pro-rata number (as determined in accordance with the following sentence) of the Participant’s TSR Performance Units shall be earned under paragraph 8 above as of the Award Date, based on the criteria set forth in paragraph 5 above, and any remaining TSR Performance Units shall be forfeited. The pro-rata number of TSR Performance Units earned pursuant to the preceding sentence shall be equal to 1/36th of the Units granted, for each full month of service performed by the Participant during the Measurement Period. The number of TSR Performance Units earned shall be determined by the Committee in its sole and absolute discretion within the limits provided in the Plan and the earned TSR Performance Units shall be fully vested as of the Award Date, and payable pursuant to paragraphs 15-17 hereof.
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12.
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After the Measurement Period. Notwithstanding anything in this Notice of Award to the contrary, if after the Measurement Period ends, but prior to the Award Date, Participant experiences a Qualifying Termination Event, such Participant shall earn his TSR Performance Units pursuant to paragraph 8 and such earned Units shall be fully vested as of the Award Date and payable pursuant to paragraphs 15-17 hereof.
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13.
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During the Vesting Period. Notwithstanding anything in this Notice of Award to the contrary if, after the Award Date, but prior to the forfeiture of the TSR Performance Units under paragraph 14, Participant experiences a Qualifying Termination Event, then all earned TSR Performance Units that are forfeitable shall become non-forfeitable as of the date of the Qualifying Termination Event and shall be paid pursuant to paragraphs 15-17 hereof.
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14.
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Forfeiture. Except as provided in paragraph 24 hereof, all TSR Performance Units that are forfeitable shall be forfeited if Participant’s employment with the Company or an Affiliate terminates for any reason except a Qualifying Termination Event.
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15.
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Time of Payment. Payment of Participant’s TSR Performance Units shall be made as soon as practicable after the Units have become non-forfeitable (or the Award Date, if later), but in no event later than March 15th of the calendar year after the year in which the Units become earned and non-forfeitable.
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16.
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Form of Payment. The vested TSR Performance Units shall be paid in whole shares of the Company’s Common Stock.
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17.
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Death of Participant. If Participant dies prior to the payment of his earned and vested TSR Performance Units, an amount equal to the amount of the Participant’s non-forfeitable TSR Performance Units shall be paid to his or her Beneficiary. Participant shall have the right to designate a Beneficiary in accordance with procedures established under the Plan for such purpose. If Participant fails to designate a Beneficiary, or if at the time of the Participant’s death there is no surviving Beneficiary, any amounts payable will be paid to the Participant’s estate.
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18.
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Taxes. The Company will withhold from the Award the number of shares of Common Stock necessary to satisfy Federal tax-withholding requirements and state and local tax-withholding requirements with respect to the state and locality designated by the Participant as their place of residence in the Company's system of record at the time the Award becomes taxable, except to the extent otherwise determined to be required by the Company, subject, however, to any special rules or provisions that may apply to Participants who are non-US employees (working inside or outside of the United States) or US employees working outside of the United States. It is the Participant's responsibility to properly report all income and remit all Federal, state, and local taxes that may be due to the relevant taxing authorities as the result of receiving this Award.
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19.
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No Right to Continued Employment. Neither this Award nor the granting, earning or vesting of TSR Performance Units shall confer upon Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate the Participant’s employment at any time.
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20.
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Change in Capital Structure. In accordance with the terms of the Plan, the terms of this Award shall be adjusted as the Committee determines is equitable in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization.
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21.
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Governing Law. This Award shall be governed by the laws of the Commonwealth of Virginia and applicable Federal law. All disputes arising under this Award shall be adjudicated solely within the state or Federal courts located within the Commonwealth of Virginia.
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22.
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Conflicts. (a) In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Award, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Grant Date.
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23.
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Binding Effect. Subject to the limitations stated above and in the Plan, this Award shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.
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24.
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Change in Control. The provisions of this paragraph 24 shall apply in the event of a Change in Control (as defined in the Plan) prior to the forfeiture of the TSR Performance Units under paragraph 14.
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(i)
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a change in the Participant’s position which in the Participant’s reasonable judgment does not represent a promotion of the Participant’s status or position immediately prior to the Change in Control or the assignment to the Participant of any duties or responsibilities, or diminution of duties or responsibilities, which in the Participant’s reasonable judgment are inconsistent with the Participant’s position in effect immediately prior to the Change in Control;
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(ii)
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a reduction by the Company in the annual rate of the Participant’s base salary as in effect immediately prior to the date of a Change in Control;
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(iii)
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the Company’s requiring the Participant’s office nearest to the Participant’s principal residence to be located at a different place which is more than thirty-five (35) miles from where such office is located immediately prior to a Change in Control;
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(iv)
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the failure by the Company to continue in effect compensation or benefit plans in which the Participant participates, which in the aggregate provide the Participant compensation and benefits substantially equivalent to those prior to a Change in Control; or
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(v)
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the failure of the Company to obtain a satisfactory agreement from any applicable successor entity to assume and agree to perform under any Severance Compensation Agreement.
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25.
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Qualifying Termination Event and Other Terms
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1.
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Grant Date. Pursuant to the Plan, the Company, on __________ ___, _____ (the “Grant Date”), granted Participant an incentive award (“Award”) in the form of XXXX Restricted Stock Units, subject to the terms and conditions of the Plan and subject to the terms and conditions set forth herein.
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2.
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Accounts. Restricted Stock Units granted to Participant shall be credited to an account (the “Account”) established and maintained for Participant. A Participant’s Account shall be the record of Restricted Stock Units granted to the Participant under the Plan, is solely for accounting purposes and shall not require a segregation of any Company assets.
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3.
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Terms and Conditions. Except as otherwise provided herein, the Restricted Stock Units shall remain nonvested and subject to substantial risk of forfeiture.
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4.
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Value of Units. The value of each Restricted Stock Unit on any date shall be equal to the value of one share of the Company’s Common Stock on such date.
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5.
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Value of Stock. For purposes of this Award, the value of the Company’s Common Stock is the Fair Market Value of the Stock (as defined in the Plan) on the relevant date.
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6.
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Vesting. Participant’s interest in the Restricted Stock Units shall become vested and non-forfeitable on the third anniversary of the Grant Date.
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7.
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Upon a Qualifying Termination Event. Notwithstanding anything in this Notice of Award to the contrary, if, prior to the forfeiture of Restricted Stock Units under paragraph 8, Participant experiences a Qualifying Termination Event (as defined below), Restricted Stock Units that are forfeitable shall become non-forfeitable as of the date of the Qualifying Termination Event.
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8.
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Forfeiture. All Restricted Stock Units that are forfeitable shall be forfeited if Participant’s employment with the Company or an Affiliate terminates for any reason except the Participant’s death or Disability or as provided in paragraph 18.
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9.
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Time of Payment. Payment of Participant’s Restricted Stock Units shall be made as soon as practicable after the Units have become vested, but in no event later than March 15th of the calendar year after the year in which the Units vest.
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10.
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Form of Payment. The vested Restricted Stock Units shall be paid in whole shares of the Company’s Common Stock.
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11.
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Death of Participant. If Participant dies prior to the payment of his or her non-forfeitable Restricted Stock Units, such Units shall be paid to his or her Beneficiary. Participant shall have the right to designate a Beneficiary in accordance with procedures established under the Plan for such purpose. If Participant fails to designate a Beneficiary, or if at the time of the Participant’s death there is no surviving Beneficiary, any amounts payable will be paid to the Participant’s estate.
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12.
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Taxes. The Company will withhold from the Award the number of shares of Common Stock necessary to satisfy Federal tax-withholding requirements and state and local tax-withholding requirements with respect to the state and locality designated by the Participant as their place of residence in the Company's system of record at the time the Award becomes taxable, except to the extent otherwise determined to be required by the Company, subject, however, to any special rules or provisions that may apply to Participants who are non-US employees (working inside or outside of the United States) or US employees working outside of the United States. It is the Participant's responsibility to properly report all income and remit all Federal, state, and local taxes that may be due to the relevant taxing authorities as the result of receiving this Award.
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13.
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No Right to Continued Employment. Neither this Award nor the granting or vesting of Restricted Stock Units shall confer upon Participant any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate the Participant’s employment at any time.
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14.
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Change in Capital Structure. In accordance with the terms of the Plan, the terms of this Award shall be adjusted as the Committee determines is equitable in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization.
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15.
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Governing Law. This Award shall be governed by the laws of the Commonwealth of Virginia and applicable Federal law. All disputes arising under this Award shall be adjudicated solely within the state or Federal courts located within the Commonwealth of Virginia.
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16.
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Conflicts. (a) In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Award, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Grant Date.
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17.
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Binding Effect. Subject to the limitations stated above and in the Plan, this Award shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.
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18.
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Change in Control. In the event of a Change in Control (as defined in the Plan) prior to the forfeiture of the Restricted Stock Units under paragraph 8, the provisions of this paragraph 18 shall apply in addition to the provisions of Article 17 (and related provisions) of the Plan.
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19.
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Qualifying Termination Event and Other Terms.
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