Payment of Restricted Share Units. The payment of Restricted Share Units shall be made in shares of Stock unless the Board determines at the time of grant that payment will be made in cash or a combination of both cash and shares of Stock.
Payment of Vested Restricted Share Units. The Company will deliver to Grantee the Shares underlying any vested Restricted Share Units (and pay to Grantee in cash any vested dividend equivalent amounts pursuant to Section 4 below) within 30 days after the date that such Restricted Share Units become vested. Notwithstanding the foregoing, to the extent that Grantee’s Restricted Share Units constitute a “deferral of compensation” payable upon Grantee’s “separation from service” and Grantee is a “specified employee” (within the meaning of Section 409A of the Code) at the time of such separation from service, payment of any vested Restricted Share Units shall be made, to the extent required by Section 409A of the Code, at least six months after Grantee’s separation from service. Further, to the extent that Grantee’s Restricted Share Units constitute a “deferral of compensation” within the meaning of Section 409A of the Code, payment of any vested Restricted Share Units pursuant to [Section 21] of the Plan (relating to a Change in Control) shall be made within 60 days following the earlier of # the occurrence of a “change in the ownership,” a “change in the effective control,” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code; or # Grantee’s “separation from service” within the meaning of Section 409A of the Code; provided that payment to a “specified employee” within the meaning of Section 409A of the Code shall be made, to the extent required by Section 409A of the Code, at least six months after Grantee’s separation from service.
Grant of Restricted Share Units. Nordson Corporation, an Ohio corporation (the “Company”), grants to you, the individual named as Grantee above, in accordance with the terms and conditions of the Nordson Corporation 2021 Stock Incentive and Award Plan (the “Plan”) and this Notice of Restricted Share Unit Award (the “Notice”), the number of restricted share units set forth above (the “Restricted Share Units”), on the Date of Grant set forth above. Each Restricted Share Unit represents the contingent right to receive one Share, subject to the terms and conditions of this Notice and the Plan. Please note that you must accept the Award set forth in this Notice online in accordance with the procedures established by the Company and the Plan’s third-party administrator or this Notice may be cancelled by the Company, in its sole discretion. The terms and conditions of the Plan and this Notice constitute a legal contract that will bind both Grantee and the Company as soon as Grantee accepts the Award.
One-third of the Restricted Share Units (subject to such rounding conventions as maintained by the Company from time to time) shall vest on each of the Vesting Dates set forth above (each, a “Vesting Date”), provided that Grantee shall have remained in the continuous employment of the Company or a Subsidiary (“Continuous Service”) through the applicable Vesting Date.
Forfeiture of Restricted Share Units. If a participant who holds Restricted Share Units fails to satisfy the restrictions, Vesting requirements and other conditions relating to the Restricted Share Units (prior to the lapse, satisfaction or waiver of such restrictions and conditions), except as may otherwise be determined by the Committee, the participant shall forfeit the Restricted Share Units.
Award of Restricted Share Units. The Company hereby issues to Participant an Award of the Number of Restricted Share Units set forth above (the “RSUs”), subject to the terms and conditions set forth in this Agreement. An RSU represents an unfunded, unsecured right to receive a Share of Common Stock of the Company or cash equal to the Fair Market Value of a Share.
Grant of Restricted Share Units. In accordance with the terms of the Plan and subject to the further terms, conditions and restrictions contained in this Agreement, the Company hereby grants to Participant on the date first above written, and shall grant to Participant annually thereafter provided that Participant is a Director of the Company on such future grant date, Restricted Share Units (the “Units”), calculated using the closing share price as of the date of the most recent Annual Meeting of Shareholders, whereby the Company shall issue or transfer shares of Common Stock to Participant in the future, in consideration for services to be performed by Participant as a Director of the Company, subject to the fulfillment during the deferral period of such terms, conditions and restrictions contained in this Agreement. The number of Units granted to Participant pursuant to this Agreement shall be , being equivalent to that number of whole shares, and a fraction thereof, of Common Stock the value of which on the grant date equals .
Notwithstanding any other provision of this Agreement, if at any time it becomes impossible for you to earn any of the Restricted Share Units in accordance with this Agreement, then all the Restricted Share Units will be forfeited and you will have no further rights of any kind or nature with respect thereto.
Restricted Share Rights. Restricted Share Rights are Awards denominated in units under which the issuance of Shares or payment is subject to such conditions and terms as the Committee deems appropriate. Restricted Share Rights granted pursuant to the Plan need not be identical, but each grant of Restricted Share Rights must contain and be subject to the terms and conditions set forth below.
FORM OF PAYMENT. Payment of Restricted Stock Units shall be made in the form of one (1) share of [[Bank of America:Organization]] common stock for each Restricted Stock Unit that is payable.
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