This excerpt taken from the GWW 10-K filed Mar 6, 2006.
Provisions Relating to RSUs
3.01 Vesting. If the Employee remains continuously employed by the Company or a Subsidiary until the fourth (4th) anniversary of the Effective Date (such date, the RSU Vesting Date), then 100 percent of the RSUs shall vest on such date, but no such vesting shall occur before the RSU Vesting Date unless otherwise provided or permitted by the Plan or this Agreement. Vesting of the RSUs means that the RSUs shall be converted into shares of Common Stock (settled) on the RSU Vesting Date, unless such settlement is deferred by the Employee as described in Section 3.04 below.
3.02 Effect of Termination of Employment. If the Employees employment is terminated by the Employee or by the Company or a Subsidiary prior to the fourth anniversary of the Effective Date for any reason other than the Employees retirement, death or disability, all of the RSUs shall be forfeited. If the Employees employment is terminated by reason of retirement prior to the fourth anniversary of the Effective Date, then the RSUs shall not be
forfeited by reason of such employment termination, and the date of such retirement shall be the RSU Vesting Date for all purposes hereunder.
3.03 Stock Certificates. Upon the settlement of the RSUs on the RSU Vesting Date, stock certificates (the Stock Certificates) evidencing the conversion of the RSUs into shares of Common Stock shall be issued and registered in the Employees name. Subject to Section 4.02 of this Agreement, Stock Certificates representing such shares of Common Stock will be delivered to the Employee as soon as practicable after the RSU Vesting Date. If, however, the Employee elects to defer settlement of the RSUs as provided in Section 3.04 of this Agreement, the shares of Common Stock shall be issued as set forth in the Deferral Election Agreement entered into between the Company and the Employee.
3.04 Deferral Election. With the prior approval of the Committee, the Employee may elect to defer to a later date the settlement of the RSUs that would otherwise occur on the RSU Vesting Date. The Committee shall, in its sole discretion, establish the rules and procedures for such settlement deferrals.
3.05 Dividends and Other Distributions. The Employee shall be entitled to receive cash payments equal to any cash dividends and other distributions paid with respect to a number of shares of Common Stock corresponding to the number of RSUs held by the Employee, provided that if any such dividends or distributions are paid in shares, the fair market value of such shares shall be converted into RSUs, and further provided that such RSUs shall be subject to the same forfeiture restrictions and restrictions on transferability as apply to the RSUs with respect to which they relate.