Attached files
file | filename |
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10-Q - CC 10-Q 20180331 - Chemours Co | cc-10q_20180331.htm |
EX-95 - EX-95 - Chemours Co | cc-ex95_10.htm |
EX-32.2 - EX-32.2 - Chemours Co | cc-ex322_6.htm |
EX-32.1 - EX-32.1 - Chemours Co | cc-ex321_7.htm |
EX-31.2 - EX-31.2 - Chemours Co | cc-ex312_8.htm |
EX-31.1 - EX-31.1 - Chemours Co | cc-ex311_9.htm |
EX-10.2 - EX-10.2 - Chemours Co | cc-ex102_839.htm |
Exhibit 10.3
AWARD TERMS OF DEFERRED STOCK UNITS
GRANTED TO A NONEMPLOYEE DIRECTOR
UNDER THE CHEMOURS COMPANY EQUITY AND INCENTIVE PLAN
Introduction |
You have been granted vested Deferred Stock Units (the “Award”) under The Chemours Company Equity and Incentive Plan (the “Equity and Incentive Plan”) in accordance with your Annual Deferral Election Form (the “Deferral Election Form”) under The Chemours Company Stock Accumulation and Deferred Compensation Plan for Directors (the “Deferred Compensation Plan” and, together with the Equity and Incentive Plan, the “Plans”). The Award is subject to these Award Terms and the terms of the Plans and your Deferral Election Form, which are hereby incorporated by reference. For purposes of the Equity and Incentive Plan, the Award shall be considered an “Other Stock-Based Award.” To the extent that an Award Term conflicts with the Plans, the Plans shall govern. Unless otherwise defined herein, the terms defined in the Equity and Incentive Plan shall have the same defined meanings in these Award Terms, including any appendices to these Award Terms (hereinafter, collectively referred to as the “Agreement”). A copy of the Deferred Compensation Plan and your Deferral Election Form are available upon request. A copy of the Equity and Incentive Plan, and related materials, such as the Equity and Incentive Plan prospectus, are available upon request or on the Merrill Lynch website at: |
www.benefits.ml.com |
Date of Grant[ ] (“Date of Grant”)
Type of AwardDeferred Stock Units
Number of Deferred
Stock Units Awarded[ ]
Dividend Equivalents |
Dividends payable on the shares of Stock represented by your Deferred Stock Units (including whole and fractional Deferred Stock Units) will be allocated to your account in the form of additional Deferred Stock Units (whole and fractional) based upon the closing Stock price on the date of the dividend payment. Any such additional Deferred Stock Units will be subject to the same terms and conditions as the Deferred Stock Units to which they relate. |
Vesting |
The Award is 100% vested. |
Shareholder Rights |
Deferred Stock Units are not shares of Stock. They represent an unfunded and unsecured right to receive shares of Stock upon settlement. Until the Deferred Stock Units are settled, you will not have any voting rights, the right to receive dividends (but you will have the right to receive additional Deferred Stock Units to the extent dividends are paid, as described above) or other rights of a shareholder. |
paid in cash) on the distribution date or event you elected in your Deferral Election Form, or if earlier, as soon as practicable after your death. The value of any fractional Deferred Stock Unit will be based on the closing price of a share of Stock on the Deferred Stock Unit settlement date. |
Taxes |
The Deferred Stock Units are subject to various taxes upon settlement. For U.S. residents, the Company is not required nor does it withhold taxes relating to the Deferred Stock Units; however, the Company will report proceeds on a Form 1099-MISC. You are encouraged to consult a tax professional on more specifics. |
Severability |
The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. |
Waiver |
You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement. |
Appendix |
Notwithstanding any provisions in these Award Terms, the Deferred Stock Units shall be subject to the additional terms and conditions set forth in Appendix A to this Agreement and to any special terms and provisions as set forth in Appendix B for your country, if any. Moreover, if you relocate to one of the countries included in Appendix B, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A and B constitute part of these Award Terms. |
Imposition of Other |
Requirements |
The Company reserves the right to impose other requirements on your participation in Plans, on the Deferred Stock Units and on any shares of Stock issued under the Equity and Incentive Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. |
ADDITIONAL TERMS AND CONDITIONS
This Appendix includes additional terms and conditions that govern the Deferred Stock Units. These terms and conditions are in addition to, or, if so indicated, in place of, the terms and conditions set forth in the Award Terms. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Award Terms or the Equity and Incentive Plan.
Data Privacy |
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Agreement and any other Deferred Stock Unit grant materials by and among the Company and its Subsidiaries or Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plans. |
|
You understand that the Company may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), salary, nationality, job title, any stock or directorships held in the Company, details of all Deferred Stock Units or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the exclusive purpose of implementing, administering and managing the Plans (“Data”). |
COUNTRY-SPECIFIC TERMS AND CONDITIONS
This Appendix includes additional terms and conditions that govern the Deferred Stock Units granted to you under the Plans if you reside in one of the countries listed herein. These terms and conditions are in addition to, or if so indicated, in place of the terms and conditions set forth in the Award Terms or Appendix A.
You should be aware that local exchange control laws may apply to you as a result of your participation in the Plans. By accepting the Deferred Stock Units, you agree to comply with applicable exchange control laws associated with your participation in the Plans. If you have any questions regarding your responsibilities in this regard, you agree to seek advice from your personal legal advisor, at your own cost, and further agree that neither the Company nor any Subsidiary or Affiliate will be liable for any fines or penalties resulting from your failure to comply with applicable laws.
If you are a citizen or resident of a country other than the one in which you are currently working or are considered a resident of another country for local law purposes, the terms and conditions contained herein may not be applicable to you, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to you.
CANADA
Deferred Stock Units Settled in Shares Only. Notwithstanding any discretion contained in Section 6(b)(iii) of the Equity and Incentive Plan, or any provision in this Agreement to the contrary, Deferred Stock Units granted to you in Canada will be settled in shares of Stock only.
Securities Law Information. You are permitted to sell shares of Stock acquired under the Award through a broker acceptable to the Company, provided the resale of shares of Stock acquired under the Award takes place outside of Canada through the facilities of a stock exchange on which the shares of Stock are listed. The shares of Stock are currently listed on the New York Stock Exchange.
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