Restricted Stock and Options Clause Samples

Restricted Stock and Options. We mutually acknowledge that as of the date hereof you are the holder of 103,795 shares of Ekco Group, Inc. Common Stock, $.01 par value ("Shares") which are subject to Restricted Stock Purchase Agreements (the "Restricted Shares") and rights to purchase up to 797,718 Shares ("Options") pursuant to Stock Option Agreements (the "Option Agreements"). Effective as of the later of the eighth day following your execution of this Agreement and the Separation Date, the Company waives its rights to repurchase the Restricted Shares and waives all restrictions on transfer with respect to such shares other than those imposed by applicable federal and state securities laws. The Company agrees not to exercise any right of repurchase prior to such date. You and the Company agree that all of your Options and rights under the Stock Option Agreements are hereby terminated, except for Options to purchase up to 124,000 Shares pursuant to a Stock Option Agreement dated June 22, 1988 and Options to purchase up to 69,000 Shares pursuant to a Stock Option Agreement dated January 18, 1990 (together, the "Remaining Option Agreements") which shall remain in full force and effect in accordance with their terms and which shall remain exercisable in accordance with their terms until June 4, 1997. Upon execution of this Agreement the Company will issue to you the Performance Units Rights Awards Mr. Robe▇▇ ▇▇▇▇▇ ▇▇▇ember 4, 1996 Page 5 attached hereto as EXHIBITS 1-5. The Company represents that the grant of the Performance Units Rights Awards to you are exempt purchases pursuant to Rule 16b-3 and agrees to indemnify, defend and hold you harmless from all liabilities (including reasonable attorneys fees) arising out of the breach of this representation. Promptly upon payment of the full purchase price in accordance with the terms of the Remaining Option Agreements, the Company will deliver you the certificates representing such Shares in accordance with the terms of the Remaining Option Agreements. You acknowledge that upon waiver of the right of repurchase you will be deemed to have compensation income for federal income tax purposes equal to the fair market value of the Shares less the purchase price you paid for the Shares, and that the Company is required to withhold no less than 28% of the amount of such income. Further, you acknowledge that upon exercise of the Options you will also be deemed to have income for federal income tax purposes equal to the fair market value of the Shar...

Restricted Stock and Options. (a) The Company shall take such actions as are necessary with respect to any restricted stock agreement between the Company and any employee of the Company to provide that the shares issued to any holder of restricted stock in the Recapitalization shall be issued with regard to, and shall remain subject to, the restrictions set forth in such restricted stock agreement. (b) The Company shall take such actions as are necessary to cause each option to purchase Nonvoting Stock to be adjusted so that, subject to the terms and conditions of the Company's Stock Incentive Plan and the terms and conditions of such options, upon exercise the holder will be entitled to acquire 1.0 share of Voting Stock for each former right to purchase 1.0 share of Nonvoting Stock; provided, however, that options to acquire Nonvoting Stock shall not be adjusted to entitle holders to acquire Voting Stock if the Registration Statement is not declared effective by the SEC on or before April 30, 1998 or if the IPO does not close within 15 days of the date the Registration Statement is declared effective by the SEC.

Restricted Stock and Options. 4.1 The Company confirms that it will exercise its discretion having received approval of the Compensation Committee of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Company board of directors (on 1 November 2010) under the Restricted Stock Scheme to allow for early vesting on 31 January 2011 of the 34,075 units of the Employee’s granted but unvested restricted stock. 4.2 The Company confirms that the employee has 1441 non-qualified stock options which are governed under the terms and conditions set forth in the Restricted Stock Scheme under which option awards were granted to the Employee by the Employer.

Restricted Stock and Options. Full vesting of all restricted stock, phantom restricted stock, and stock options and phantom stock options (collectively "Options") with the exercise period being the lesser of three (3) years from the Executive's Termination Date or of the exercise period stated in the Executive's applicable Option or Supplemental Option Agreements, subject to the terms of the agreements governing such Options.

Restricted Stock and Options. Full vesting of all restricted stock, and stock options and phantom stock options (collectively "Options") with the lesser of three (3) years from his Termination Date or ten (10) years from the date the Options were granted in which to exercise his Options pursuant to the terms of the Executive's Option or Supplemental Option Agreements;

Restricted Stock and Options. On the Closing Date, and subject to complying with all applicable Laws, the Parent shall grant to the employees of the Company listed on Section 5.10 of the Purchaser Disclosure Schedule, restricted stock units and/or options, in accordance with the Parent's Stock Option Plan for Convedia Employees (the "AWARDS"). The aggregate value of the restricted stock units and/or options granted to employees of the Company listed on Section 5.10 of the Purchaser's Disclosure Schedule shall be no less than $5,000,000 based on the Black-Scholes valuation (using the assumptions generally used by the Parent to value its options) of the options five trading days prior to the Closing Date and based on the closing price of the Parent's common stock on the NASDAQ Global Select Market on the fifth trading day prior to the Closing Date. The options granted to such employees shall be at an exercise price equal to the closing price of the common stock of the Parent last reported on the NASDAQ Global Select Market on the Closing Date. With respect to any options granted to such employees, one third of the total option shares subject to the option shall vest and first become exercisable on the first anniversary of the Closing Date, and thereafter an additional 1/36th of the total option shares subject to the option shall vest and become exercisable in equal monthly increments over the next 24 months, with all option shares subject to the option becoming fully exercisable on the third anniversary of the Closing Date. With respect to any restricted stock units granted to such employees, the restrictions associated with the right to receive one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on the first anniversary of the Closing Date, and the restrictions associated with the right to receive an additional one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on each succeeding anniversary thereof such that all restrictions relating to such rights to receive shares of common stock of Ranger are fully lapsed on the third anniversary of the Closing Date.

Restricted Stock and Options. As of the Effective Date, the Executive was granted 500,000 restricted shares of the Company's Common Stock, $.01 par value ("Common Stock"). Such shares are subject to three year cliff vesting; provided, however, if the employment of the Executive under this Agreement is terminated prior to the shares being fully vested for any reason other than by the Company for Cause or Disability, the death of the Executive or by the Executive for any reason other than for Good Reason, such shares shall become vested on the termination date. Until the shares of Common Stock are vested, the Executive may not transfer, pledge or dispose of the unvested shares. The Executive, however, may vote any unvested shares and be entitled to receive any dividends or distributions (other than noncash distributions, which shall be subject to the same vesting restrictions as the shares of Common Stock for which such distributions were received). The Company may also hold the unvested shares until they have vested. The Executive may elect to deliver shares of Common Stock (valued at their then current market price) to the Company in satisfaction of any withholding obligation the Company may have on the vesting of such shares. Such shares shall be subject to accelerated vesting as provided in Section 4(a). Such shares shall also be subject to accelerated vesting on a change of control as defined in the Company's form of stock option agreement. Within 30 days of the Effective Date, the Executive shall also be granted options under the Company's stock option plan to purchase an aggregate of 250,000 shares of Common Stock at an exercise price per share equal to the closing sale price of a share of Common Stock as of the date of the option grant, which options are subject to three year cliff vesting.

Restricted Stock and Options. ATS and ▇▇▇▇▇ acknowledge and agree that ▇▇▇▇▇ has been granted 60,000 shares of restricted stock and 40,000 options (collectively, the “Equity Grants”). ATS and ▇▇▇▇▇ acknowledge and agree that all of the Equity Grants shall be vested as of the Effective Date. Under the terms of the relevant Incentive Stock Option Agreement, the options will expire 90 days after the Effective Date of this Agreement, unless exercised by ▇▇▇▇▇.

Restricted Stock and Options. In addition, you will receive 25,000 restricted shares of Document Sciences Corporation common stock (subject to state and federal regulations and upon approval by the board of directors at their next regularly scheduled meeting following your start date). The restricted shares will vest over 3 years according to the following schedule: 30% vested at the end of one year, next 30% vested at the end of two years, and the final 40% vested at the end of three years. You will also receive options to purchase 25,000 shares Document Sciences Corporation common stock (subject to state and federal regulations and upon approval by the board of directors at their next regularly scheduled meeting following your start date). The stock options will vest over three years according to the following schedule: 30% vested at the end of one year, the remaining 70% vested ratably over the next 24 months.