DEFINITIONS APPENDIX The following capitalized terms are used in this Award Agreement with the following meanings:Įxamples of Supervised Employee in a sentence Until a Trigger Date, the Covered Person shall not be deemed to be the Sole Beneficial Owner (as defined in the Shareholders’ Agreement) of the Restricted Shares relating to such Trigger Date (and therefore until such Trigger Date such Shares shall not be counted toward the satisfaction of the Transfer Restrictions (as defined in the Shareholders’ Agreement)).such gross number multiplied by the Specified Tax Rate (as defined in the Shareholders’ Agreement) that would apply if the Covered Person had received, on or around the Trigger Date, a delivery of RSU Shares underlying RSUs instead of receiving a grant of Restricted Shares.the gross number of Restricted Shares for such Trigger Date ( determined before any deductions, including any deductions for withholding taxes, fees or commissions), minus.As of each such Trigger Date, such Covered Person’s Covered Shares shall be increased by:.With respect to all Restricted Shares that are awarded under the Year-End Award, an event triggering the recalculation of the Covered Person’s Covered Shares (as each term is defined in the Shareholders’ Agreement) shall be deemed to occur with respect to one-third of such Restricted Shares on each of the Date, the Date, and the Date (each such date being referred to as a “ Trigger Date”).Certain capitalized terms used in this Appendix are used with the meaning assigned to them in the Shareholders’ Agreement, as noted below. SHAREHOLDERS’ AGREEMENT APPENDIX Treatment of Year-End Restricted Shares under the Amended and Restated Shareholders’ Agreement (the “Shareholders’ Agreement”).
Notwithstanding any provision in the Plan, this Award Agreement or any other agreement or arrangement you may have with the Firm, the parties agree that to the extent that there is any dispute arising out of or relating to the payment required by Paragraphs (c) and (d) of this Appendix ( including your refusal to remit payment) the parties will submit to arbitration in accordance with Paragraph 15 of this Award Agreement and Section 3.17 of the Plan as the sole means of resolution of such dispute (including the recovery by the Firm of the payment amount). Supervised Employee means an individual with respect to whom the Committee determines you had supervisory responsibility as a result of direct or indirect reporting lines or your management responsibility for an office, division or business.
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