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Title: |
Restricted Stock Unit Award Agreement |
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Date: |
2006 |
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Preview shows 6KB of 17KB total |
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Price: |
$42 |
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ID: |
#2282727 |
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UNIVISION COMMUNICATIONS INC.
2004 PERFORMANCE AWARD PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement) is dated as of May 18, 2006 by and between Univision Communications Inc., a Delaware corporation (the Corporation), and _________________ (the Participant).
W I T N E S S E T H
WHEREAS, pursuant to the Univision Communications Inc. 2004 Performance Award Plan (the Plan), the Corporation has granted to the Participant effective as of the date hereof (the Award Date), a credit of restricted stock units under the Plan (the Award), upon the terms and conditions set forth herein and in the Plan.
NOW THEREFORE, in consideration of services rendered and to be rendered by the Participant, and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.
2. Grant. Subject to the terms of this Agreement, the Corporation hereby grants to the Participant an Award with respect to an aggregate of ________ stock units (subject to adjustment as provided in Section 7.1 of the Plan) (the Stock Units). As used herein, the term stock unit shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Corporations Common Stock (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and this Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to Section 3. The Stock Units shall not be treated as property or as a trust fund of any kind.
3. Vesting. Subject to Section 8 below, one-hundred percent (100%) of the total number of Stock Units subject to the Award (subject to adjustment under Section 7.1 of the Plan) shall vest and become nonforfeitable ninety (90) days following a Change in Control.
4. Continuance of Employment. Subject to Section 8 of this Agreement, the vesting schedule described in Section 3 of this Agreement requires continued employment or service through the vesting date as a condition to the vesting of the Award and the rights and benefits under this Agreement. Partial employment or service, even if substantial, during any vesting period will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or
following a termination of employment or services as provided in Section 8 below or under the Plan.
Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Corporation, confers upon the Participant any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or services or affects the right of the Corporation or any Subsidiary to increase or decrease the Participants other compensation or benefits. Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the Participant without his consent thereto.
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