|QEP RESOURCES, INC. filed this Form 10-Q on 07/25/2018|
Withholding of a number of shares of vested Restricted Stock having an aggregate Fair Market Value equal to the minimum amount required to be withheld or such lesser amount as may be elected by the Grantee; or
Transfer to the Company of a number of shares of Common Stock that were acquired by the Grantee more than six (6) months prior to the transfer to the Company, with such shares having an aggregate Fair Market Value equal to the amount required to be withheld or such lesser or greater amount as may be elected by the Grantee, up to the Grantee’s marginal tax payment obligations associated with the taxation of the Restricted Stock.
All elections under this Section 5(e) shall be subject to the approval or disapproval of the Committee. Unless the Committee determines otherwise or the Grantee has notified the Company in writing otherwise, the Grantee shall be deemed to have elected the method described in Section 5(e)(i)(3). The value of shares withheld or transferred shall be based on the Fair Market Value of the stock on the date that the amount of tax to be withheld is to be determined (the “Tax Date”).
iii. All elections under this Section 5(e) shall be subject to the following restrictions:
All elections must be made prior to the Tax Date;
All elections shall be irrevocable; and
If the Grantee is an officer or director of the Company within the meaning of Section 16 of the Securities and Exchange Act of 1934 (“Section 16”), the Grantee must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of stock to satisfy such tax withholding obligation.
No Rights as a Stockholder. Unless and until any actual shares of Common Stock are distributed to the Grantee pursuant to the terms of this Agreement and the Wrap Plan, the Grantee shall have no voting or other rights as a stockholder of the Company with respect to the Deferred Shares.
Amendment. Except as provided herein, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Grantee, or as approved by the Committee or its delegate. Notwithstanding any provision in this Agreement to the contrary, including Section 8, an amendment to the Plan that would materially and adversely affect the Grantee’s rights with respect to the Award granted hereunder will not be effective with respect to such Award.
Relationship to Plan and the Wrap Plan. This Agreement shall not alter the terms of the Plan or the Wrap Plan. If there is a conflict between the terms of the Plan or the Wrap Plan and the terms of this Agreement, the terms of the Plan or the Wrap Plan, as applicable, shall prevail.
Construction; Severability. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability