Lapse of Restrictions Clause Samples

Lapse of Restrictions. If, for any reason, Shares are issued to the Employee within six months of the Grant Date, the Employee agrees that he or she will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the Grant Date.

Lapse of Restrictions. Upon the Vesting of Restricted Shares, the Recipient shall own the Shares free and clear of all restrictions imposed by this Agreement and the Recipient shall be free to hold or dispose of such Shares in his discretion, subject to applicable federal and state law or regulations.

Lapse of Restrictions. Subject to Sections 5, 6 and 7 below:

Lapse of Restrictions. The Restrictions shall lapse as follows: a. 1/3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [first year following the grant date]. b. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [second year following the grant date]. c. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [third year following the grant date]. Upon the termination of Grantee’s employment due to death or permanent disability, the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out in Section 2(b) hereof, but such shares shall continue to be subject to the transfer restrictions set out in Section 2(a) hereof through the applicable vesting dates set out above, provided however that any shares that are returned to the Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agrees, in its sole discretion, to treat as a retirement for purposes of this Award.

Lapse of Restrictions. Upon the vesting of some or all of the Restricted Stock as provided in the Vesting Schedule set forth on the first page of this Agreement, and subject to the conditions to issuance set forth in Article IV, if such Shares are certificated, the Company shall cause new certificates to be issued with respect to such vested Shares and delivered to the Employee or his legal representative, free from the legend provided for in Section 3.3.

Lapse of Restrictions. The restrictions imposed under paragraph 3 will lapse and expire, and the PSU will vest, in accordance with the following:

Lapse of Restrictions. (i) The restrictions described in Section 2(e)(ii) shall lapse with respect to the RSUs in four equal installments of 25 percent each on each of the first, second, third and fourth anniversaries of the date of this Award Agreement, such that the restrictions set forth in Section 2(e)(ii) shall have lapsed with respect to 100 percent of the RSUs on the fourth anniversary of the date of this Award Agreement. (ii) The restrictions described in Section 2(e)(ii) shall lapse with respect to the Performance Units on the third anniversary of the date of this Award Agreement (the "Measurement Date"), but only if and to the extent the Committee certifies in writing that the "Shareholder Return Goals" set forth in this subsection (ii) are met. The Shareholder Return Goals are as follows: Shareholder Return Goal Total Shareholder Return Percentage of Performance Units for WhichConditions are Satisfied The Committee shall certify on a nondiscretionary basis whether and the extent to which the Shareholder Return Goals have been met on or before the date on which the Company is required to make a book-entry registration or issue a certificate for Shares relating to the achievement of Shareholder Return Goals as set forth in Section 2(f)(viii). In the event the Committee certifies that the Threshold Total Shareholder Return Goal has not been met, then all of the Performance Units will be forfeited to the Company. In the event the Committee certifies that the Company has achieved the Maximum Total Shareholder Return Goal, the conditions shall be deemed to have been satisfied and the restrictions on a number of Performance Units equal to all of the Performance Units multiplied by two shall be removed as of the Measurement Date. In the event the Committee certifies that the Company has achieved a Total Shareholder Return that is between any of the Total Shareholder Return Goals set forth above, then the conditions with respect to the Performance Units shall be deemed to have been met for the number of Performance Units determined by linear interpolation between such Shareholder Return Goals and the restrictions on such Performance Units shall be removed as of the Measurement Date and the remainder of the Performance Units will be forfeited to the Company. The Committee has the final authority to determine on a nondiscretionary basis whether the Shareholder Return Goals have been met and to what extent. Notwithstanding the foregoing or any other provision of this Award Agreem...

Lapse of Restrictions. (a) The Committee shall (i) determine whether the Company has achieved the performance goal for the period beginning January 1, 20 and ending December 31, 20 (the “Performance Period”), which determination shall be made on an objective and non-discretionary basis by the Committee and (ii) certify in writing as to whether and at what level the performance goal has been attained on or before March 15, 20 (the “Certification Date”). If you remain employed by the Company on the Certification Date and (ii) the Committee determines and certifies in writing that the Company has achieved the performance goal for the Performance Period as described in Section 6, that number of RSUs determined under Section 6 hereof will be deemed to have been earned (“Earned RSUs”). Notwithstanding the foregoing, the actual amount of RSUs that are deemed to be Earned RSUs based on the Committee’s certification of the achievement of the performance goal for the Performance Period may be reduced by the Committee in its sole and absolute discretion if the Committee determines that the funding pool for this and any other performance-based long-term incentive awards should not be fully funded in light of any failure by the Company to achieve any targets for operating income that the Committee may establish, in its discretion. (b) The restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on March 15, 20 . Upon the lapse of such restrictions with respect to any RSUs, the Company will issue you a certificate or provide evidence of book entry Shares as set forth in Section 2 in redemption of such RSUs. (c) Notwithstanding the provisions of subsection (b) of this Section 5, the restrictions described in Section 4(b) shall lapse as described below at the time of the occurrence of any of the following events or as otherwise set forth in this Section 5(c): (1) The restrictions described in Section 4(b) shall lapse with respect to any Earned RSUs at the time of the occurrence of your death or “Disability” (as defined in Section 12(f)). Notwithstanding the foregoing, if the Certification Date has not occurred prior to the time of your Termination of Employment as a result of your death or Disability, the restrictions described in Section 4(b) shall lapse with respect to the Earned RSUs on the Certification Date. If your Termination as a result of your death or Disability occurs on a date which is prior to the end of the Performance Period, the restrictions described i...

Lapse of Restrictions. The Restrictions shall lapse and have no further force or effect and Shares underlying the Units shall be settled upon the earlier of the following events (each, a “Delivery Date”):