Example ContractsClausesAutomatic Receipt of Phantom Shares
Automatic Receipt of Phantom Shares
Automatic Receipt of Phantom Shares contract clause examples

Automatic Distributions. Notwithstanding any payment elections made on Deferral Forms and Section 5.2:

Extraordinary Receipt. Upon any Extraordinary Receipt (which, when taken with all other Extraordinary Receipts received after the Commitment Termination Date, exceeds $5,000,000 in the aggregate) received by or paid to or for the account of the Borrower or any other Obligor, and not otherwise included in [clauses (i), (ii) or (iii) of this Section 2.10(d)], the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

Delivery Receipt. Seller shall have received Buyer’s signed Acknowledgment of Delivery to Seller in the form attached hereto as [Exhibit A].

"Phantom Share" shall mean a right, pursuant to the Plan, of the Grantee to payment of the Phantom Share Value. Phantom Shares may also be referred to in an Award Agreement or otherwise as Restricted Stock Units.

Termination of Service for Cause. Unless otherwise provided in the applicable Award Agreement and subject to clause (2) below, if the Grantee has a Termination of Service for Cause, all of the Grantee's Phantom Shares (whether or not such Phantom Shares are otherwise vested) shall thereupon, and with no further action, be forfeited by the Grantee and cease to be outstanding, and no payments shall be made with respect to such forfeited Phantom Shares.

If on any date while the Award is outstanding hereunder the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the target number of Phantom Shares covered by this Award shall, as of such dividend payment date, be increased by a number of Phantom Shares equal to: # the product of # the target number of Phantom Shares previously covered by the Award as of the related dividend record date, multiplied by # the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash, the per Share value of such dividend, as determined in good faith by the Committee), divided by # the Fair Market Value of a Phantom Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the target number of Phantom Shares granted to the Participant under this Award shall be increased by a number equal to the product of # the target number of Phantom Shares covered by this Award on the related dividend record date, multiplied by # the number of Shares (including any fraction thereof) payable as a dividend on a Share. Any Phantom Shares attributable to dividends under this Section 6(b) shall be subject to the performance and service vesting and payment provisions set forth in [Exhibit A].

Suppose an original Participant’s target award is $120,000.00 and the closing Share price on the Participant’s Grant Date is $0.58. Fifty percent (50%) of the award is denominated in cash and fifty percent (50%) of the award is denominated in Phantom Shares, resulting in a target cash award of $60,000.00 (target award x 50%) and a target Phantom Share award of 103,448 Phantom Shares (target award x 50% ÷ $0.58, rounded). Under this example, if the Participant earns one hundred and fifty percent (150%) of the target award, based on actual performance achievement, subject to the vesting requirements in this section 6, the Participant will be eligible to receive a cash portion of $90,000.00 ($60,000.00 target cash portion x 150%) and a Phantom Share portion of 155,172 Shares (103,448 target Phantom Share portion x 150%, rounded).

Automatic Re-enrollment. The payroll deduction rate or amount, as applicable, selected by the Participant for an Offering shall remain in effect for subsequent Offerings unless the Participant timely submits new enrollment documents to change the Contribution amount for a subsequent Offering Period in accordance with the rules established by the Committee.

AUTOMATIC LEASE EXTENSIONS. This lease, including all terms and escalations, etc. shall be automatically extended for additional successive periods of one year each unless LESSOR whereupon it will be of no further force or effect. The time for serving such written notice shall be not more than 12 months or less than six months prior to the expiration of the then current lease term. Time is of the essence.

On 10/31/2023, the remaining portion of the award is scheduled to vest. Since the entire cash denominated portion and 109,739 Phantom Shares (64,304 + 45,435) had vested in prior years, the remaining 45,433 Phantom Shares (155,172 – 109,739) will vest on 10/31/2023 and be paid in January 2024. The Phantom Shares will be valued by reference to the closing price of a share of Class A Common Stock on the New York Stock Exchange as late as administratively practicable preceding the payout date in January 2024 and the result will be paid in cash on the payout date. Continuing with the example above, if the closing stock price preceding the January 2024 payout date is $1.50, the 45,433 Phantom Shares would be valued at $68,150.00 (45,433 x $1.50) for a total cash payment of $68,150.00 in January 2024.

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