Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: a. Subject to clauses (c) through [(f)] [g]) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date and lapse[, if and as [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock (or have such Shares attached or garnished). b. Except as provided in the foregoing clause (a), below in this clause (b) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock. c. Subject to clause (e) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock. d. If the Grantee has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock. e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan. f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt. g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 2 contracts
Sources: Restricted Stock Award Agreement (Two Harbors Investment Corp.), Restricted Stock Award Agreement (Two Harbors Investment Corp.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (cii), (iii) through [and (f)] [g]iv) below, the period of restriction with respect to Shares granted hereunder (the “"Restriction Period”") shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] continues] solely to the extent the Grantee has not had a Termination of Service, on the following schedule: [], 20[] [] [], 20[] [] [], 20[] [] For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted StockStock (whether or not vested), all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause (eiv) below, if upon the Grantee has a Grantee's Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to neither the Grantee as soon as practicable (and nor any of his or her successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted StockShares.
d. If the Grantee has a (iv) Termination of Service on account as an employee shall not be treated as a termination of death, Disability or Retirement or the Grantee has a Termination employment for purposes of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and this paragraph 2 if the Grantee experiences a Termination continues without interruption to serve thereafter as an officer or director of Service the Company or in such other capacity as determined by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four Compensation Committee (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreementif no Compensation Committee is appointed, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (iBoard), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules termination of the Securities and Exchange Commission or such successor service shall be treated as the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopttermination.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 2 contracts
Sources: Restricted Stock Award Agreement (Ready Capital Corp), Restricted Stock Award Agreement (Sutherland Asset Management Corp)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (a) Subject to clauses (c) through [), (d), (e), (f)] [) and (g]) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] service continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions one-third of the Plan and this AgreementShares granted hereunder, during on each of the Restriction Period, first three anniversaries of the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock (or have such Shares attached or garnished)date hereof.
b. (b) Except as provided in the foregoing clause (a), below in this clause (b) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeitedforfeited if and when dividends are paid to holders of Company common stock generally. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (c) Subject to clause clauses (d) and (e) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement Disability or Disabilityfor Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If (d) In the event the Grantee has a Termination of Service on account of death, death or Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for CauseCause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted StockStock granted to the Grantee hereunder.
e. If there occurs (e) In the event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of ControlPeriod, then the Restriction Period will immediately lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior granted to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the PlanGrantee hereunder.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (af) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period applicable period of forfeiture shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
(g) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 2 contracts
Sources: Restricted Stock Award Agreement (Reverse Mortgage Investment Trust Inc.), Restricted Stock Award Agreement (Reverse Mortgage Investment Trust Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (cii), (iii), (iv) through [and (f)] [g]v) below, the period of restriction with respect to the Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and solely to the extent the Grantee has not had a Termination of Service, except as [employment] [service] continues] otherwise provided herein, on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (a), below in this clause (bi) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stockhave (whether or not vested), all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause (eiv) and (v) below, if upon the Grantee has a Grantee’s Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Shares.
(Biv) the Company shall pay Notwithstanding anything in this Agreement to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to contrary, upon the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Grantee’s Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, without Cause during the Restriction Period, then Grantee’s unvested Shares shall become fully vested upon the Restriction Period will immediately lapse on all Restricted Stockdate of such Termination of Service.
e. If there occurs during the Restriction Period (v) Termination of Service as an employee shall not be treated as a Change termination of Control in which the Resulting Entity assumes or continues the Grant employment for purposes of Restricted Stock and this paragraph 2 if the Grantee experiences a Termination continues without interruption to serve thereafter as an officer or director of Service the Company or in such other capacity as determined by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four Committee (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreementif no Committee is appointed, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (iBoard), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules termination of the Securities and Exchange Commission or such successor service shall be treated as the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopttermination.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Ready Capital Corp)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses clause (c) through [(f)] [g]iv) below, the period of restriction with respect to Shares the shares of Restricted Stock granted hereunder (the “Restriction Period”) shall begin on the Grant Effective Date and lapse[, if and as [employment] [service] continues] lapse on the following schedule: For purposes , provided that termination of the Plan and this Agreement, Grantee’s [employment/service as director] has not occurred prior to the applicable date restrictions lapse: Exhibit 10.13 Date Restrictions Lapse Number of Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Becoming Vested Cumulative Percentage Vested [ ] [ ] ([25]%) [25]% [ ] [ ] ([25]%) [50]% [ ] [ ] ([25]%) [75]% [ ] [ ] ([25]%) [100]% Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock the shares (or have such Shares shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (a), below in this clause (bi) or in the Plan, the Grantee shall have, in respect of the Shares shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares shares of Restricted Stock and the right to receive dividends. The Grantee shall be entitled dividends if, as and when paid.
(iii) Subject to receive any cash dividends on any clause (iv) below, upon termination of the Grantee’s [employment/service as a director], then all shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. Subject to clause (e) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) Notwithstanding any other term or provision of this Agreement, and upon (A) termination of the Grantee’s [employment/service as director] as a result of the Grantee’s death or disability or (B) the Company shall pay to the Grantee as soon as practicable a Sale Event (and in no event more than 30 days) after such termination an amount equal to the lesser regardless of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of whether or not a termination of the forfeited Restricted Stock.
d. If the Grantee Grantee’s [employment/service as director] has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Causeoccurred), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted StockStock granted to the Grantee that have not previously been forfeited.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24v) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior Notwithstanding anything to the Change of Control. For purposes of contrary in this AgreementSection 2, to the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if extent the Grantee is a party to an effective employment another agreement or arrangement with the Company from time to timethat provides accelerated vesting of the shares of Restricted Stock or all equity awards in general in the event of certain types of employment terminations, then a Sale Event, or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the Restriction Period more favorable vesting terms of such other agreement or arrangement shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreementcontrol.]
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses clause (c) through [(f)] [g]iv) below, the period of restriction with respect to Shares the shares of Restricted Stock granted hereunder (the “Restriction Period”) shall begin on the Grant Effective Date and lapse[, if and as [employment] [service] continues] lapse on the following schedule: For purposes , provided that termination of the Plan and this Agreement, Grantee’s [employment/service as director] has not occurred prior to the applicable date restrictions lapse: 1 Date Restrictions Lapse Number of Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Becoming Vested Cumulative Percentage Vested [ ] [ ] ([25]%) [25]% [ ] [ ] ([25]%) [50]% [ ] [ ] ([25]%) [75]% [ ] [ ] ([25]%) [100]% Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock the shares (or have such Shares shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (a), below in this clause (bi) or in the Plan, the Grantee shall have, in respect of the Shares shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares shares of Restricted Stock and the right to receive dividends. The Grantee shall be entitled dividends if, as and when paid.
(iii) Subject to receive any cash dividends on any clause (iv) below, upon termination of the Grantee’s [employment/service as a director], then all shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. Subject to clause (e) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) Notwithstanding any other term or provision of this Agreement, and upon (A) termination of the Grantee’s [employment/service as director] as a result of the Grantee’s death or disability or (B) the Company shall pay to the Grantee as soon as practicable a Change of Control (and in no event more than 30 days) after such termination an amount equal to the lesser regardless of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of whether or not a termination of the forfeited Restricted Stock.
d. If the Grantee Grantee’s [employment/service as director] has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Causeoccurred), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted StockStock granted to the Grantee that have not previously been forfeited.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24v) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior Notwithstanding anything to the Change of Control. For purposes of contrary in this AgreementSection 2, to the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if extent the Grantee is a party to an effective employment another agreement or arrangement with the Company from time to timethat provides accelerated vesting of the shares of Restricted Stock or all equity awards in general in the event of certain types of employment terminations, then a Change of Control, or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the Restriction Period more favorable vesting terms of such other agreement or arrangement shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreementcontrol.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Behringer Harvard Reit I Inc)
Restrictions and Conditions. The Restricted Stock Shares awarded pursuant to this Agreement and the Plan Grantee shall be subject to the following restrictions and conditions:
a. Subject to clauses (ci) through [(f)] [g]) below, During the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date and lapse[, if and as [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares of Restricted Stock (or have such Shares attached or garnished); provided, however, that the Grantee may transfer the Shares to a trust established for the sole benefit of the Grantee’s immediate family so long as, prior to such transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (iii) below, the Restriction Period shall begin on the date hereof and lapse . Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Shares shall only lapse as to whole Shares.
b. Except as provided in (ii) During the foregoing clause (a), below in this clause (b) or in the PlanRestriction Period, the Grantee shall have, in respect of the Shares of Restricted StockShares, all of the rights of a stockholder holder of common shares of beneficial interest of the Company, including the right to vote the Shares and the right to receive dividends. dividends as and when such dividends are declared and paid by the Company (or as soon as practicable thereafter).
(iii) The Grantee shall be entitled to receive any cash dividends effect on any shares the Restriction Period of Restricted Stock a termination of the Grantee’s service with the Company and a Change in Control (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictionsas defined in the Plan) shall be delivered to governed by the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. Subject to clause (e) belowPlan. In addition, if the Grantee has a Termination of Service Grantee’s service with the Company is terminated by the Company and its Subsidiaries for Cause or by (as defined in the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction PeriodPlan), then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Share Award Agreement (Alesco Financial Inc)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan Units shall be subject to the following restrictions and conditions:
a. Subject to clauses (ci) through [(f)] [g]) below, the The period of restriction with respect to Shares granted hereunder the Units (the “Restriction Period”) shall begin on the Effective Date date hereof and lapseshall end on the anniversary (the “Vesting Date”) [, if and as employment with the Company continues]. [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, except as may otherwise be permitted by the [Committee] [Company] (after consideration of, among other things, any applicable securities and tax considerations) in connection with the Grantee’s trust or estate planning, the Grantee shall not be permitted voluntarily or involuntarily to sellassign, transfer, pledge, anticipate, alienate, or otherwise encumber or assign Shares dispose of Restricted Stock Units awarded hereunder.]
(or have such Shares attached or garnished).
b. ii) [Except as provided in the foregoing clause (ai), below in this clause (b) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted StockUnits, all of the rights of a stockholder unitholder of the CompanySubsidiary[, including the right to vote the Shares and the right to receive dividendsunderlying Units]. [The Grantee shall be entitled to receive any [cash dividends [distributions] on any shares of Restricted Stock Units (whether or not then subject to restrictions) which have not been forfeited]. [Certificates for Shares Units (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stockthe Units.]
c. Subject to (iii) [Except as may be provided in accordance with clause (ei) belowabove, if upon] [Upon ] the Grantee has a Termination termination of Service the Grantee’s employment with the Company and its Affiliates for any reason by the Company and its Subsidiaries for Cause Affiliates or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares Units still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.]
(iv) Upon the Vesting Date, and (B) the Company shall pay to the Grantee an additional cash amount, intended to serve generally as soon as practicable (and in no event more than 30 days) after such termination an amount a tax gross-up, equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination % of the forfeited Restricted Stock.
d. If the Grantee has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date value of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, shares then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” included in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the CompanyGrantee’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreementtaxable income.]
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (a) Subject to clauses (c), (d), (e) through [and (f)] [g]) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] service continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions one-fourth of the Plan and this AgreementShares granted hereunder, during on each of the Restriction Period, first four anniversaries of the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock (or have such Shares attached or garnished)date hereof.
b. (b) Except as provided in the foregoing clause (a), below in this clause (b) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeitedforfeited if and when dividends are paid to holders of Company common stock generally. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (c) Subject to clause (ed) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement Disability or Disabilityfor Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If (d) In the event the Grantee has a Termination of Service on account of death, death or Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for CauseCause or by the Grantee for Good Reason or as a result of the Company’s non-renewal of the Grantee’s employment agreement, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted StockStock granted to the Grantee hereunder.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24e) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period applicable period of forfeiture shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
(f) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Restrictions and Conditions. (a) The Restricted Stock Shares awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (c) through iii)[(f),] [gand] (iv)[,][(v) and (vi)]) [___] below, the period of restriction with respect to the Shares granted hereunder (the “"Restriction Period”") shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] continues] lapse on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. _______________________________________________ _______________________________________________ _______________________________________________ Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such the Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares of Restricted Stock (or have such Shares attached or garnished). The Shares may not be transferred, assigned or subject to any encumbrance, pledge, or charge until all applicable restrictions are removed or have expired.
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee Participant shall have, in respect of the Shares of Restricted Stock, have all of the rights of a stockholder of shareholder with respect to the CompanyShares, including the right to vote the Shares and the right to receive dividends. The Grantee shall be entitled to receive all dividends and other distributions paid or made with respect thereto[; provided, however, that any cash dividends on any shares shall, unless otherwise provided by the Committee, be held by [the Company (unsegregated as a part of Restricted Stock its general assets)] [an escrow agent] during the Restriction Period (whether or and forfeited if the underlying Shares are forfeited), and paid over to the Participant (without interest) as soon as practicable after such period lapses (if not then subject to restrictions) which have not been forfeited)]. Certificates for Shares (not subject to restrictionsrestrictions under the Plan) shall be delivered to the Grantee Participant or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stockthe Shares.
c. (iii) Subject to clause clause[s] (e) iv)[or (v)] below, if the Grantee Participant has a Termination termination of Service service by the Company [and its Subsidiaries Subsidiaries] for Cause Cause, or by the Grantee Participant for any reason other than his or her death, Retirement or Disabilityreason, during the Restriction Period, then [(A) )] all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the GranteeParticipant[, and (B) the Company shall pay to the Grantee Participant as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee Participant for such forfeited Restricted Stock Shares as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted StockShares]. Except as otherwise provided herein or in the Plan, in the event of a termination of service during the Restriction Period, the Award made hereby shall automatically be forfeited and the shares of Common Stock subject to the Award shall be returned to the Company.
d. If (iv) In the Grantee event the Participant has a Termination termination of Service service on account of deathdeath or Disability [Retirement], Disability or Retirement or the Grantee Participant has a Termination termination of Service service by the Company [and its Subsidiaries Subsidiaries] for any reason other than for Cause[, or in the event of a Change in Control (regardless of whether a termination follows thereafter),] during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted StockShares. [Without limiting the foregoing, if the Participant's employment with the Company or any Subsidiary shall be terminated for Cause, the Participant's rights to the Shares shall terminate in their entirety.]
e. If there occurs during (v) [possible provisions as contemplated by Section 13 of the Restriction Period Plan, regarding Change in Control]
(vi) Cessation of service as an employee shall not be treated as a Change cessation of Control in which the Resulting Entity assumes or continues the Grant employment for purposes of Restricted Stock and this paragraph 2 if the Grantee experiences a Termination continues without interruption to serve thereafter as an officer or director of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, Company or in such other capacity as defined determined by the Committee, during and the twenty-four termination of such successor service shall be treated as the applicable termination.]
(24vi) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock [possible provisions as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in contemplated by Section 15(j) (i), (ii), or (iii) (C) 8.5 of the Plan; , regarding a "Section 83(b)" election]
(Bviii) The Committee may require that any stock certificates evidencing the entity Shares be held in custody by the Company until the restrictions hereunder shall have lapsed, and that the Participant shall have delivered a stock power, endorsed in blank, relating to the Shares. If and when such restrictions so lapse, the stock certificates shall be delivered by the Company to the Participant or his or her designee, and the Participant (which may or may not be the Companydesignee) that is the continuing entity shall own such Shares free and clear of all restrictions imposed hereby, free to hold or dispose of such shares in the event of a merger Participant's (or consolidationdesignee's) discretion, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plansubject to all applicable federal and state laws.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii), (iv) through [and (f)] [g]v) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] continues] service continues on the following schedule: , 20 [ ] , 20 [ ] , 20 [ ] For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Unless otherwise provided by the Committee in this Agreement, the Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause clauses (eiv) and (v) below, if upon the Grantee has a Grantee’s Termination of Service by the Company and or its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement death or Disability, Disability during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If (iv) In the event the Grantee has a Termination of Service on account of death, death or Disability or Retirement or the Grantee has a on account of Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, Cause during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted StockStock granted to the Grantee.
e. If there occurs during (v) In the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if event the Grantee experiences has a Termination of Service (other than a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily Company for good reason, as defined by the Committee, Cause) within 12 months following a Change in Control during the twenty-four (24) months following the Change of ControlRestriction Period, then the Restriction Period will immediately lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior granted to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the PlanGrantee.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Ladder Capital Realty Finance Inc)
Restrictions and Conditions. The Restricted Stock Shares awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (c) through [iii), and (f)] [g]iv) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “"Restriction Period”") shall begin on the Effective Date date hereof and lapse[, if and as service continues, with respect to [employment●] of the Restricted Shares granted hereunder, on each of the first [service●] continues] on anniversaries of the following schedule: date hereof. For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole SharesShares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Restricted Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Restricted Shares of Restricted Stock(whether or not vested), all of the rights of a stockholder of the CompanyShareholder, including the right to vote the Restricted Shares and the right to receive any cash dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockShares.
c. (iii) Subject to clause (eiv) below, if upon the Grantee has a Grantee's Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has a (iv) Termination of Service on account as an employee shall not be treated as a termination of death, Disability or Retirement or the Grantee has a Termination employment for purposes of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and this Paragraph 2 if the Grantee experiences a Termination continues without interruption to serve thereafter as an officer or director of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, Company or in such other capacity as defined determined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules termination of the Securities and Exchange Commission or such successor service shall be treated as the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopttermination.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Share Award Agreement (National Storage Affiliates Trust)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii)[,][and](iv) through [,] [and] [(fv)] [g]) and (vi)] below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] continues] on the following schedule: , 20 , 20 , 20 For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause clause[s] (eiv) [,] [and] [(v)] [and (vi)] below, if upon the Grantee has a Grantee’s Termination of Service by the Company and or its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, Disability during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If (iv) In the event the Grantee has a Termination of Service on account of death, Retirement or Disability or Retirement or the Grantee has a on account of Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, Cause during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted StockStock granted to the Grantee.
e. If there occurs during (v) In the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if event the Grantee experiences has a Termination of Service (other than a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily Company for good reason, as defined by the Committee, Cause) within [12 months] following a Change of Control during the twenty-four (24) months following the Change of ControlRestriction Period, then the Restriction Period will immediately lapse on all Restricted Stock on granted to the date of the Grantee.] [(v)] [(vi)] Termination of Service. If Service as an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change employee shall not be treated as a termination of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For employment for purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, Paragraph 2 if the Grantee is a party continues without interruption to serve thereafter as an effective employment agreement with officer or director of the Company from time to timeor in such other capacity as determined by the Committee (or if no Committee is appointed, then the Restriction Period Board), and the termination of such successor service shall also end if and be treated as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreementapplicable termination.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Sutherland Asset Management Corp)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (c) through [(f)] [g]) belowthe provisions of the Plan and this Agreement, during the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date and lapse[, if and as [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares of Restricted Stock (or have such Shares attached or garnished). Subject to clauses (iii), (iv), (v) and (vi) below, the Restriction Period shall begin on the date hereof and lapse on the following schedule: Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Shares shall only lapse as to whole Shares.
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder shareholder of the Company, including the right to vote the Shares and the right to receive dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictionsrestrictions under the Plan) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause clauses (eiv), (v) and (vi) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disabilityreason, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) Cessation of service as an employee shall not be treated as a cessation of employment for purposes of this paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or Director of the Company or in such other capacity as determined by the Company, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of such successor service shall be treated as the forfeited Restricted Stockapplicable termination.
d. (v) If the Grantee has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason is party to an employment agreement which provides that Shares subject to restriction shall be subject to terms other than for Causethose set forth above, the terms of such employment agreement shall apply with respect to the Shares granted hereby and shall, to the extent applicable, supersede the terms hereof.
(vi) In the event that a Change of Control occurs during the Restriction Period, then the Restriction Period will all restrictions on Shares shall thereupon, and with no further action immediately lapse on all Restricted Stocklapse.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Extra Space Storage Inc.)
Restrictions and Conditions. The Restricted Stock Shares awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (c) through [iii), and (f)] [g]iv) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as service continues, with respect to [employment·] of the Restricted Shares granted hereunder, on each of the first [service·] continues] on anniversaries of the following schedule: date hereof. For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole SharesShares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Restricted Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Restricted Shares of Restricted Stock(whether or not vested), all of the rights of a stockholder of the CompanyShareholder, including the right to vote the Restricted Shares and the right to receive any cash dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockShares.
c. (iii) Subject to clause (eiv) below, if upon the Grantee has a Grantee’s Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has a (iv) Termination of Service on account as an employee shall not be treated as a termination of death, Disability or Retirement or the Grantee has a Termination employment for purposes of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and this Paragraph 2 if the Grantee experiences a Termination continues without interruption to serve thereafter as an officer or director of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, Company or in such other capacity as defined determined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules termination of the Securities and Exchange Commission or such successor service shall be treated as the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopttermination.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Share Award Agreement (National Storage Affiliates Trust)
Restrictions and Conditions. The Series A-1 Restricted Stock Shares awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (a) Subject to clauses (c) through [(f)] [g]) below, the period of restriction with respect to Shares granted hereunder (the “"Restriction Period”") shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] service continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions ____ of the Plan and this AgreementShares granted hereunder, during on each of the Restriction Period, first ____ anniversaries of the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock (or have such Shares attached or garnished)date hereof.
b. (b) Except as provided in the foregoing clause (a), below in this clause (b) or in the Plan, the Grantee shall have, in respect of the Series A-1 Restricted Shares of Restricted Stockgranted hereunder, all of the rights of a stockholder holder of Common Shares of the CompanyA-1 Series of the Company ("Series A-1 Common Shares"), including the right to vote the Shares and the right to receive dividends. The Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends on any shares of Series A-1 Restricted Stock Shares (whether or not then subject to restrictions) which have not been forfeitedforfeited if and when dividends are paid to holders of Series A-1 Common Shares generally. Certificates for Series A-1 Common Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Series A-1 Restricted StockShares.
c. Subject to clause (ec) below, if In the event the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disabilityreason, during the Restriction Period, then (A) all Series A-1 Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii) through [and (f)] [g]iv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date and lapse[, if and as [employment] [service] continues] lapse on the following schedule: __________________ __________________ __________________ For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and Shares. Unless otherwise provided by the right to receive dividends. The Committee, the Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictionsrestriction) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered (or otherwise be deliverable) to the Grantee or his or her designee promptly after, and only after, such Shares have vested (i.e., at such time as the Restriction Period shall lapse with respect thereto) without forfeiture in respect of such Shares of Restricted StockShares.
c. (iii) Subject to clause (eiv) below, if upon the Grantee has a Grantee’s Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee Grantee’s termination for any reason other than his or her death, Retirement or Disabilityreason, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If (iv) In the event the Grantee has a Termination of Service on account of death, Disability or Retirement or the Grantee has a on account of Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then restrictions under the Restriction Period Plan will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Invesco Mortgage Capital Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (c) through [(f)] [g]) belowthe provisions of the Plan and this Agreement, during the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date and lapse[, if and as [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares of Restricted Stock (or have such Shares attached or garnished). Subject to clauses (iii) and (iv) below, the Restriction Period shall begin on the date hereof and lapse on the following schedule: Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Shares shall only lapse as to whole Shares.
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder shareholder of the Company, including the right to vote the Shares and the right to receive dividends. The Grantee shall be entitled to receive ; provided, however, that any cash dividends on any shares shall, unless otherwise provided by the Committee, be held by the Company (unsegregated as a part of Restricted Stock its general assets) during the Restriction Period (whether or and forfeited if the underlying Shares are forfeited), and paid over to the Grantee (without interest) as soon as practicable after such period lapses (if not then subject to restrictions) which have not been forfeited). Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause (eiv) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If (iv) In the event the Grantee has a Termination of Service on account of deathdeath or Disability, Disability or Retirement or in the Grantee has event of a Termination Change in Control (regardless of Service by the Company and its Subsidiaries for any reason other than for Causewhether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if granted to the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Planforfeited previously.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Cogdell Spencer Inc.)
Restrictions and Conditions. (a) The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. Subject to clauses (c) through [(f)] [g]) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date and lapse[, if and as [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, assign, transfer, pledge, anticipatehypothecate, alienatemortgage, encumber or assign Shares otherwise dispose of Restricted Stock (or have such Shares attached or garnished).
b. Except as provided in the foregoing clause (a), below in this clause (b) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock prior to vesting, as provided for in Paragraph 3 below, and otherwise except as expressly provided for in this Agreement.
(whether b) Certificates evidencing the shares of Restricted Stock granted herein shall bear the following legend, or not then a similar legend as determined by the Committee in its sole discretion to the effect that such shares are subject to restrictions) which have not been forfeited. Certificates for Shares (not restrictions as set forth herein: "The shares represented by this certificate are subject to restrictionsrestrictions on transfer and may not be sold, exchanged, transferred, pledged, hypothecated, mortgaged, encumbered or otherwise disposed on except in accordance with and subject to all the terms and conditions of a certain Restricted Stock Award Agreement dated as of August 27, 1999 (the "Agreement"), a copy of which the Company will furnish to the holder of this certificate upon request and without charge. The shares represented by this certificate are designated as Tranche [A, B or C] under the Agreement."
(c) Prior to vesting of shares of Restricted Stock granted herein, if the Grantee's employment with the Company is terminated:
(i) by the Company for Cause (as defined in Section 6 of the Grantee's Employment Agreement dated as of August 27, 1999), then the Company shall be delivered have the right, at the discretion of the Committee, to repurchase such unvested shares, in whole or in part, from the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockGrantee's legal representative at their Purchase Price per Share.
c. Subject to clause (eii) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause without Cause, then the Company shall have the right, at the discretion of the Committee, to repurchase such unvested shares, in whole or in part, from the Grantee or the Grantee's legal representative at a price equal to the average closing market price of the Company's common stock during the five (5) business days preceding such termination.
(iii) by the Grantee for any reason other than his Death or her deathDisability (as defined in the Section 5 of the Grantee's Employment Agreement dated as of August 27, Retirement or Disability, during the Restriction Period1999), then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay have the right, at the discretion of the Committee, to repurchase such unvested shares, in whole or in part, from the Grantee or the Grantee's legal representative at a price equal to the average closing market price of the Company's common stock during the five (5) business days preceding such termination. The Company must exercise such right of repurchase or forfeiture by written notice to the Grantee as soon as practicable (and in no event more or the Grantee's legal representative not later than 30 days) after 60 days following such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stockemployment.
d. If the Grantee has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Cambridge Technology Partners Massachusetts Inc)
Restrictions and Conditions. (a) The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii), (iv) through [and (f)] [g]v) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] continues] lapse on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares of Restricted Stock (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder shareholder of the Company, including the right to vote the Shares and the right to receive dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause clauses (eiv) and (v) below, if the Grantee has a Termination of Service by the Company and Company, its Subsidiaries or Affiliates for Cause Cause, or by the Grantee for any reason other than his or her death, Retirement or Disabilityreason, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and . Back to Contents
(Biv) In the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has a Termination of Service on account of death, Disability or Retirement Retirement, or the Grantee has a Termination of Service by the Company and Company, its Subsidiaries and Affiliates for any reason other than for Cause, or in the event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted StockStock granted to the Grantee.
e. If there occurs during the Restriction Period (v) Cessation of service as an employee shall not be treated as a Change cessation of Control in which the Resulting Entity assumes or continues the Grant employment for purposes of Restricted Stock and this paragraph 2 if the Grantee experiences a Termination continues without interruption to serve thereafter as an officer or director of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, Company or in such other capacity as defined determined by the Committee, during and the twenty-four (24) months following termination of such successor service shall be treated as the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Planapplicable termination.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where The Company shall pay the Grantee has an Employment Agreement] [Notwithstanding any other provision hereofadditional cash amount, if intended to serve generally as a tax gross-up, upon each date on which the Grantee is a party Restricted Stock vests and becomes taxable, equal to an effective employment agreement with 30% of the Company from time to time, then value of the Restriction Period shall also end if and as may be otherwise required by shares included in Grantee’s taxable income on such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreementdate.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Feldman Mall Properties, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (a) Subject to clauses (c) through [), (d), (e), (f)] [) and (g]) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] service continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions one-fourth of the Plan and this AgreementShares granted hereunder, during on each of the Restriction Period, first four anniversaries of the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock (or have such Shares attached or garnished)date hereof.
b. (b) Except as provided in the foregoing clause (a), below in this clause (b) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeitedforfeited if and when dividends are paid to holders of Company common stock generally. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (c) Subject to clause clauses (d) and (e) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement Disability or Disabilityfor Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If (d) In the event the Grantee has a Termination of Service on account of death, death or Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for CauseCause or by the Grantee for Good Reason or as a result of the Company’s non-renewal of the Grantee’s employment agreement, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted StockStock granted to the Grantee hereunder.
e. If there occurs (e) In the event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of ControlPeriod, then the Restriction Period will immediately lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior granted to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the PlanGrantee hereunder.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (af) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period applicable period of forfeiture shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
(g) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (a) Subject to clauses (c) through [and (f)] [g]d) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] service continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions one-fourth of the Plan and this AgreementShares granted hereunder, during on each of the Restriction Period, first four anniversaries of the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock (or have such Shares attached or garnished)date hereof.
b. (b) Except as provided in the foregoing clause (a), below in this clause (b) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeitedforfeited if and when dividends are paid to holders of Company common stock generally. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. Subject to clause (ec) below, if In the event the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disabilityreason, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period applicable period of forfeiture shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (a) Subject to clauses (c) through [and (f)] [g]d) below, the period of restriction with respect to Shares the Restricted Stock granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as service continues, with respect to [employmentone-third] of the Restricted Stock granted hereunder, on each of the first [servicethree] continues] on anniversaries of the following schedule: date hereof. For purposes of the Plan and this Agreement, Shares of Restricted Stock with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares of Restricted Stock shall only lapse as to whole SharesShares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign Shares of the Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (b) Except as provided in the foregoing clause (a), below in this clause (b) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares of Restricted Stock and the right to receive dividends. The [Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends on any shares Shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.]
c. (c) Subject to clause (ed) below, if upon the Grantee has a Grantee’s Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement death or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Shares of Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Shares of Restricted Stock.
d. If (d) In the event the Grantee has a Termination of Service on account of death, death or Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, or in the event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required granted to be forfeited under the Grantee hereunder.]
(ae) Section 954 To the extent the terms or conditions of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective Grantee’s employment agreement (if any) conflict with clauses (c) and (d) above, the Company from time to time, then the Restriction Period shall also end if terms and as may be otherwise required by conditions set forth in such employment agreement; and nothing herein agreement shall limit any rights the Grantee may otherwise have under such employment agreementgovern.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Nordic Realty Trust, Inc.)
Restrictions and Conditions. The Series __ Restricted Stock Shares awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (a) Subject to clauses (c) through [(f)] [g]) below, the period of restriction with respect to Shares granted hereunder (the “"Restriction Period”") shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] service continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions ____ of the Plan and this AgreementShares granted hereunder, during on each of the Restriction Period, first ____ anniversaries of the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock (or have such Shares attached or garnished)date hereof.
b. (b) Except as provided in the foregoing clause (a), below in this clause (b) or in the Plan, the Grantee shall have, in respect of the Shares of Series __ Restricted StockShares, all of the rights of a stockholder Series __ shareholder of the Company, including the right to vote the Shares and the right to receive dividends. The Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends on any shares of Series __ Restricted Stock Shares (whether or not then subject to restrictions) which have not been forfeitedforfeited if and when dividends are paid to holders of Series __ Shares generally. Certificates for Series __ Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Series __ Restricted StockShares.
c. Subject to clause (ec) below, if In the event the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disabilityreason, during the Restriction Period, then (A) all Series __ Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii)[,][and](iv) through [,] [and] [(fv)] [g]) and (vi)] below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause clause[s] (eiv) [,] [and] [(v)] [and (vi)] below, if upon the Grantee has a Grantee’s Termination of Service by the Company and or its Subsidiaries for Cause or by the Grantee for any reason other than his or her death[, Retirement Retirement] or Disability, Disability during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If (iv) In the event the Grantee has a Termination of Service on account of death[, Retirement] or Disability or Retirement or the Grantee has a on account of Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, Cause during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted StockStock granted to the Grantee.
e. If there occurs during (v) In the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if event the Grantee experiences has a Termination of Service (other than a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily Company for good reason, as defined by the Committee, Cause) within [12 months] following a Change of Control during the twenty-four (24) months following the Change of ControlRestriction Period, then the Restriction Period will immediately lapse on all Restricted Stock on granted to the date of the Grantee.] [(v)] [(vi)] Termination of Service. If Service as an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change employee shall not be treated as a termination of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For employment for purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, Paragraph 2 if the Grantee is a party continues without interruption to serve thereafter as an effective employment agreement with officer or director of the Company from time to timeor in such other capacity as determined by the Committee (or if no Committee is appointed, then the Restriction Period Board), and the termination of such successor service shall also end if and be treated as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreementapplicable termination.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Retail Opportunity Investments Corp)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii) through [and (f)] [g]iv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as service continues, with respect to [employmentone-third] of the Shares granted hereunder, on each of the first [servicethree] continues] on anniversaries of the following schedule: date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole SharesShares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause (eiv) below, if upon the Grantee has a Grantee’s Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement death or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If (iv) In the event the Grantee has a Termination of Service on account of death, death or Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, or in the event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if granted to the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Planhereunder.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (DLC Realty Trust, Inc.)
Restrictions and Conditions. The Restricted Stock RSUs awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions terms and conditions:conditions set forth in this Paragraph 2.
a. (a) Subject to clauses (b) and (c) through [(f)] [g]) below, the period of restriction with respect to Shares RSUs granted hereunder shall vest, solely to the extent the Grantee has not had a Termination of Service[, in equal installments on the first business day of each of the first [three] anniversaries of the date hereof, beginning on , with the final vesting date to occur on ] (the “Restriction Period”) shall begin on the Effective Date and lapse[, if and as [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock (or have such Shares attached or garnished).
b. Except as provided in the foregoing clause (a), below in this clause (b) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. Subject to clause (ec) below, if upon the Grantee has a Grantee’s Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement death or Disability, during the Restriction Period, then (A) all Shares RSUs still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock RSUs as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted StockRSUs.
d. If (c) [In the event the Grantee has a Termination of Service on account of death, death or Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, or in the event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if RSUs granted to the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause hereunder.]
(d) above occurs during To the extent the terms or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date conditions of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean Grantee’s employment agreement (Aif any) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or conflict with clauses (b) and (c) above, the terms and conditions set forth in such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreementgovern.]
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Nordic Realty Trust, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii) through [(fvi)] [g]) (vii)] below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date and lapse[, if and as [employment] [service] continues] on the following schedule: , 20 [ ] , 20 [ ] For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause (ev) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. (iv) If the Grantee has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. (v) If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (div) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” Entity in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. (vi) Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. (vii) [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Two Harbors Investment Corp.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii), (iv) through [and (f)] [g]v) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] continues] solely to the extent the Grantee has not had a Termination of Service, on the following schedule: Date Restriction Lapses: Number of Shares: [ ], 20 [ ] [ ], 20 [ ] [ ], 20 [ ] For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted StockStock (whether or not vested), all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause (eiv) below, if upon the Grantee has a Grantee’s Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has a (iv) Termination of Service on account as an employee shall not be treated as a termination of death, Disability or Retirement or the Grantee has a Termination employment for purposes of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and this Paragraph 2 if the Grantee experiences a Termination continues without interruption to serve thereafter as an officer or director of Service the Company or in such other capacity as determined by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four Committee (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreementif no Committee is appointed, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (iBoard), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules termination of the Securities and Exchange Commission or such successor service shall be treated as the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopttermination.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Apollo Residential Mortgage, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii)[,][and](iv) through [,] [and] [(fv)] [g]) and (vi)] below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] continues] on the following schedule: , 20___ [___] , 20___ [___] , 20___ [___] For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Unless otherwise provided by the Committee in this Agreement, the Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause clause[s] (eiv) [and] [(v)] [and (vi)] below, if upon the Grantee has a Grantee’s Termination of Service by the Company and or its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, Disability during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If (iv) In the event the Grantee has a Termination of Service on account of death, Retirement or Disability or Retirement or the Grantee has a on account of Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, Cause during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted StockStock granted to the Grantee.
e. If there occurs during (v) In the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if event the Grantee experiences has a Termination of Service (other than a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily Company for good reason, as defined by the Committee, Cause) within [12] months following a Change in Control during the twenty-four (24) months following the Change of ControlRestriction Period, then the Restriction Period will immediately lapse on all Restricted Stock on granted to the date of the Grantee.] [(v)] [(vi)] Termination of Service. If Service as an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change employee shall not be treated as a termination of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For employment for purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, paragraph 2 if the Grantee is a party continues without interruption to serve thereafter as an effective employment agreement with officer or director of the Company from time to timeor in such other capacity as determined by the Committee (or if no Committee is appointed, then the Restriction Period Board), and the termination of such successor service shall also end if and be treated as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreementapplicable termination.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Foursquare Capital Corp)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii) through [and (f)] [g]iv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[lapse on, if and as [employment] [service] continues] on 200_ (for the following schedule: For purposes avoidance of doubt, without regard to the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vestedCompany’s achievement of financial hurdles). Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares of Restricted Stock (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder shareholder of the Company, including the right to vote the Shares and the right to receive dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictionsrestrictions under the Plan) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse lapses without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause (eiv) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, whatsoever during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If (iv) In the event the Grantee has a Termination of Service on account of death, death or Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior granted to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the PlanGrantee.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Bimini Capital Management, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses clause (c) through [(f)] [g]iv) below, the period of restriction with respect to Shares the shares of Restricted Stock granted hereunder (the “Restriction Period”) shall begin on the Grant Effective Date and lapse[, if and as [employment] [service] continues] lapse on the following schedule: For purposes , provided that termination of the Plan and this Agreement, Shares with respect Grantee’s [employment/service as director] has not occurred prior to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. applicable date restrictions lapse: Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock the shares (or have such Shares shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (a), below in this clause (bi) or in the Plan, the Grantee shall have, in respect of the Shares shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares shares of Restricted Stock and the right to receive dividends. The Grantee shall be entitled dividends if, as and when paid.
(iii) Subject to receive any cash dividends on any clause (iv) below, upon termination of the Grantee’s [employment/service as a director], then all shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. Subject to clause (e) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) Notwithstanding any other term or provision of this Agreement, and upon (A) termination of the Grantee’s [employment/service as director] as a result of the Grantee’s death or disability or (B) the Company shall pay to the Grantee as soon as practicable a Sale Event (and in no event more than 30 days) after such termination an amount equal to the lesser regardless of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of whether or not a termination of the forfeited Restricted Stock.
d. If the Grantee Grantee’s [employment/service as director] has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Causeoccurred), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted StockStock granted to the Grantee that have not previously been forfeited.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24v) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior Notwithstanding anything to the Change of Control. For purposes of contrary in this AgreementSection 2, to the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if extent the Grantee is a party to an effective employment another agreement or arrangement with the Company from time to timethat provides accelerated vesting of the shares of Restricted Stock or all equity awards in general in the event of certain types of employment terminations, then a Sale Event, or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the Restriction Period more favorable vesting terms of such other agreement or arrangement shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreementcontrol.]
Appears in 1 contract
Restrictions and Conditions. The (a) Any book entries for the shares of Restricted Stock awarded pursuant granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to this Agreement and the Plan shall be effect that such shares are subject to restrictions as set forth herein and in the following restrictions and conditions:Plan.
a. Subject (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to clauses vesting.
(c) through [(f)] [g]) belowIf the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date and lapse[, if and as [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vestedCompany. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock (or have such Shares attached or garnished).
b. Except as provided in the foregoing clause (a), below in this clause (b) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. Subject to clause (e) below, if the Grantee has a Termination of Service by Grantee’s employment with the Company and its Subsidiaries is terminated due to the Grantee’s death or disability prior to the vesting of shares of Restricted Stock granted herein, all restrictions shall lapse and such shares shall automatically become fully vested. The Administrator’s determination of the reason for Cause or by termination of the Grantee’s employment shall be conclusive and binding on the Grantee for any reason other than and his or her deathrepresentatives or legatees.
(d) Notwithstanding anything herein or in the Plan to the contrary, Retirement or Disability, during but only to the Restriction Period, then (A) all Shares still extent the Grantee is subject to restriction the restrictions of Section 30.1(a) of the TARP Rules, vested shares of the Stock granted hereunder shall thereupon, and with no further action, not be forfeited by transferable (as defined in 26 C.F.R. 1.83–3(d)) at any time earlier than as permitted under the Grantee, and following schedule (B) except to the extent provided below or as necessary to reflect a merger or acquisition of the Company shall pay to (within the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination meaning of the forfeited Restricted Stock.TARP Rules)):
d. If (i) 25 percent of the Grantee has a Termination shares of Service on account Stock at the time of death, Disability or Retirement or repayment of 25 percent of the Grantee has a Termination of Service aggregate financial assistance received by the Company and its Subsidiaries from Treasury under TARP;
(ii) an additional 25 percent of the shares of Stock granted (for any reason other than for Cause, during an aggregate total of 50 percent of the Restriction Period, then shares of Stock) at the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during time of repayment of 50 percent of the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service aggregate financial assistance received by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or Company from Treasury under TARP;
(iii) (C) an additional 25 percent of the Plan; shares of Stock granted (B) the entity (which may or may not be the Company) that is the continuing entity in the event for an aggregate total of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) 75 percent of the Plan; or (Cshares of Stock granted) at the acquirer time of repayment of 75 percent of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with aggregate financial assistance received by the Company from Treasury under TARP; and
(iv) the remainder of the shares of Stock granted at the time to timeof repayment of 100 percent of the aggregate financial assistance received by the Company from Treasury under TARP. Notwithstanding the foregoing, then at any time beginning with the Restriction Period shall also end if date upon which the Restricted Stock becomes vested and ending on December 31 of the calendar year including such vesting date, a portion of the vested shares of Stock may be made transferable as may reasonably be otherwise required by to pay the Federal, state or local taxes that are anticipated to apply to the income recognized due to such employment agreement; vesting, and nothing herein the amounts made transferable for this purpose shall limit any rights not count toward the Grantee may otherwise have under such employment agreementpercentages in the schedule above.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Northeast Bancorp /Me/)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii), (iv) through [and (f)] [g]v) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] continues] solely to the extent the Grantee has not had a Termination of Service, on the following schedule: Date Restriction Lapses: Number of Shares: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted StockStock (whether or not vested), all of the rights of a stockholder of the CompanyShareholder, including the right to vote the Shares [and the right to receive dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeiteddividends]. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause (eiv) below, if upon the Grantee has a Grantee’s Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has a (iv) Termination of Service on account as an employee shall not be treated as a termination of death, Disability or Retirement or the Grantee has a Termination employment for purposes of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and this Paragraph 2 if the Grantee experiences a Termination continues without interruption to serve thereafter as an officer or director of Service the Company or in such other capacity as determined by the Resulting Entity Administrator (or if no Administrator is appointed, the Board), and its Subsidiaries voluntarily for good reason, the termination of such successor service shall be treated as defined by the Committee, during the twenty-four applicable termination.
(24v) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the a “Resulting EntityTermination of Service” in the event of a Change of Control shall mean the time when the employee-employer relationship or directorship, or other service relationship, between the Grantee and the Company (Aor an Affiliated Company) the Companyis terminated for any reason, with or without Cause, including, but not limited to, any termination by resignation, discharge, death or retirement. The Administrator, in its absolute discretion, shall determine the event effects of a Change all matters and questions relating to Termination of Control Service, including, but not limited to, the question of whether any Termination of Service was for Cause and all questions of whether particular leaves of absence constitute Terminations of Service. For this purpose, the service relationship shall be treated as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if intact while the Grantee is a party on military leave, sick leave or other bona fide leave of absence (to an effective employment agreement with be determined in the Company from time to time, then discretion of the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreementAdministrator).]
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock Shares awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (a) Subject to clauses (c), (d) through [and (f)] [g]e) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “"Restriction Period”") shall begin on the Effective Grant Date and lapse[, if and as [employment] [service] continues] subject to continued employment with the Company and/or its Subsidiaries, with respect to one sixteenth (6.25%) of the Restricted Shares granted hereunder, on each three month anniversary of the Grant Date (so that the period of restriction with respect to 100% of the Restricted Shares will lapse on the following schedule: fourth anniversary of the Grant Date). For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole SharesShares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Restricted Shares of Restricted Stock awarded under this Agreement (or have such Restricted Shares attached or garnished).
b. (b) Except as provided in the foregoing clause (a), ) or below in this clause (b) or in the Plan), the Grantee shall have, in respect of the Restricted Shares of Restricted Stock(whether or not vested), all of the rights of a stockholder of the CompanyShareholder, including the right to vote the Restricted Shares and the right to receive any cash dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockShares.
c. (c) Subject to clause (d) and clause (e) below, if upon the Grantee has a Grantee's Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has (d) Termination of Service as an employee shall not be treated as a Termination of Service on account for purposes of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and this Section 2 if the Grantee experiences a Termination continues without interruption to serve thereafter as an employee, officer or director of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, Company or in such other capacity as defined determined by the Committee, during and the twenty-four termination of such successor service shall be treated as the applicable termination.
(24e) months following Notwithstanding clause (c) above, in the event of Grantee's Termination of Service without Cause after a Change of in Control, then all restrictions with respect to Restricted Shares shall thereupon, and with no further action, lapse.
(f) If in connection with a Change in Control, the Restriction Period will lapse on all Restricted Stock Shares do not remain outstanding, are not assumed by the purchasing entity or an affiliate thereof, or are not substituted with shares of an equivalent value of the purchasing entity or an affiliate thereof with the same vesting conditions, the Restricted Shares shall vest on the date of the Termination Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of Service. If an event described the Company generally in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of in Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plantransaction.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Share Award Agreement (Global Self Storage, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii), (iv), (v) through [and (f)] [g]vi) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] continues] solely to the extent the Grantee has not had a Termination of Service, on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted StockStock (whether or not vested), all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. The Notwithstanding the foregoing, the Grantee shall be entitled to only receive any the cash dividends paid on any shares of Restricted Stock a Share during the Restriction Period with respect to such Share at the time the applicable Restriction Period lapses (whether or not then subject to restrictionsif any) which have not been forfeitedon a cumulative basis. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause clauses (eiv), (v) and (vi) below, if upon the Grantee has a Grantee’s Termination of Service by the Company and or its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement death or Disability, Disability during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and .
(Biv) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company shall pay for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted StockGrantee.
d. If (v) In the event the Grantee has a Termination of Service on account of death, death or Disability or Retirement or the Grantee has a on account of Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, Cause during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted StockStock granted to the Grantee.
e. If there occurs during the Restriction Period (vi) Termination of Service as an employee shall not be treated as a Change termination of Control in which the Resulting Entity assumes or continues the Grant employment for purposes of Restricted Stock and this paragraph 2 if the Grantee experiences a Termination continues without interruption to serve thereafter as an officer or director of Service the Company or in such other capacity as determined by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four Committee (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreementif no Committee is appointed, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (iBoard), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules termination of the Securities and Exchange Commission or such successor service shall be treated as the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopttermination.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Provident Mortgage Capital Associates, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii) through [and (f)] [g]iv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[lapse on , if and as [employment] [service] continues] on 200_ (for the following schedule: For purposes avoidance of doubt, without regard to the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vestedCompany’s achievement of financial hurdles). Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares of Restricted Stock (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder shareholder of the Company, including the right to vote the Shares and the right to receive dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictionsrestrictions under the Plan) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse lapses without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause (eiv) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, whatsoever during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If (iv) In the event the Grantee has a Termination of Service on account of death, death or Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior granted to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the PlanGrantee.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Restrictions and Conditions. (a) The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii) through [and (f)] [g]iv) below, the period of restriction with respect to Shares shares of Restricted Stock granted hereunder (the “"Restriction Period”") shall begin on the Effective Date date hereof, and lapse[, if and as [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares lapse with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing20% of such shares on January 1, the Restriction Period 2004, and with respect to an additional 20% of such Shares shares on each of the first four anniversaries of the date hereof (with the result that all of the shares shall only lapse as to whole Sharesbecome free from restriction on January 1, 2008). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, except as may otherwise be permitted by the Committee (after consideration of, among other things, any applicable securities and tax considerations) in connection with the Grantee's trust or estate planning, the Grantee shall not be permitted voluntarily or involuntarily to sellassign, transfer, pledge, anticipate, alienate, or otherwise encumber or assign Shares dispose of shares of Restricted Stock (or have such Shares attached or garnished)awarded under the Plan.
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (b) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividendsunderlying shares. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares shares of Stock (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stockshares.
c. (iii) Subject to clause (eiv) below, if upon the Grantee has a Termination termination of Service the Grantee's employment with the Company and its Affiliates for any reason by the Company and its Subsidiaries for Cause Affiliates or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares shares of Restricted Stock still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and .
(Biv) In the event that during the Restriction Period the Grantee's employment with the Company shall pay to and its Affiliates terminates (A) on account of the death or disability (as defined in the Employment Agreement) of the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and Employment Agreement; (yB) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries Without Cause (as defined in the Employment Agreement); or (C) by the Executive for any reason other than for Cause, during Good Reason (as defined in the Restriction PeriodEmployment Agreement) as contemplated by the Employment Agreement, then the Restriction Period any restrictions provided herein will immediately lapse on all Restricted Stock, and the Grantee (or designee) shall own such shares free and clear of all restrictions imposed hereby, free to hold or dispose of such shares in the Grantee's (or designee's) discretion, subject to all applicable federal and state laws.
e. If there occurs during (b) The Grantee shall be issued a stock certificate in respect of the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant shares of Restricted Stock and if awarded hereunder. Such certificate shall be registered in the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date name of the Termination of Service. If an event described in clause (d) above occurs during Grantee, and may include any legend which the Committee deems appropriate to reflect any restrictions on transfer provided hereunder or after under the twenty-four (24) months following Plan, or as the Change of ControlCommittee may otherwise deem appropriate, then and, without limiting the Restriction Period will lapse on all Restricted Stock on the date generality of the Termination of Service. If there occurs during the Restriction Period foregoing, shall bear a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior legend referring to the Change of Control. For purposes of terms, conditions, and restrictions applicable to this a Agreement, the “Resulting Entity” substantially in the event of a Change of Control shall mean following form: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (AINCLUDING FORFEITURE) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the OF THE ▇▇ ▇▇▇▇-▇ REALTY CORP. AMENDED 1997 STOCK OPTION AND INCENTIVE PLAN, AS IT MAY BE AMENDED FROM TIME TO TIME, AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND ▇▇ ▇▇▇▇▇ REALTY CORP. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICES OF ▇▇ ▇▇▇▇▇ REALTY CORP. AT ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Street Reform ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The Committee shall require that such stock certificate be held in custody by the Company until the restrictions hereunder shall have lapsed, and Consumer Protection Act that, as a condition of 2010 the shares of Restricted Stock awarded hereunder, the Grantee shall deliver a stock power, endorsed in blank, relating to the shares covered by this Agreement. If and when such restrictions so lapse, such stock certificate shall be delivered by the Company to the Grantee or his or her designee, and the related rules Grantee (or designee) shall own such shares free and clear of all restrictions imposed hereby, free to hold or dispose of such shares in the Securities Grantee's (or designee's) discretion, subject to all applicable federal and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adoptstate laws.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii) through [and (f)] [g]iv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date and lapse[, if and as [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign Shares of Restricted Stock (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause (eiv) below, if the Grantee has a Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If (iv) In the event the Grantee has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, or in the event of a Change of Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24v) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Two Harbors Investment Corp.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii) through [and (f)] [g]iv) below, the period of restriction with respect to Shares the Restricted Stock granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as service continues, with respect to [employmentone-third] of the Restricted Stock granted hereunder, on each of the first [servicethree] continues] on anniversaries of the following schedule: date hereof. For purposes of the Plan and this Agreement, Shares of Restricted Stock with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares of Restricted Stock shall only lapse as to whole SharesShares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign Shares of the Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares of Restricted Stock and the right to receive dividends. The [Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends on any shares Shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.]
c. (iii) Subject to clause (eiv) below, if upon the Grantee has a Grantee’s Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than [for Good Reason or for] his or her death, Retirement death or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Shares of Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Shares of Restricted Stock.
d. If (iv) In the event the Grantee has a Termination of Service [for Good Reason (as defined in the employment agreement between the Grantee and the company) or] on account of death, death or Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, or in the event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required granted to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreementhereunder.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Polar Star Realty Trust Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses clause (c) through [(f)] [g]iii) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] service to the Company continues] , in equal installments on the following schedule: first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. Subject to clause (eiii) below, if Upon the Grantee has a Grantee’s Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has a Termination of Service on account of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Retail Opportunity Investments Corp)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses (ciii), (iv) through [and (f)] [g]v) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] continues] solely to the extent the Grantee has not had a Termination of Service, on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipatehypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted StockStock (whether or not vested), all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. (iii) Subject to clause (ev) below, if upon the Grantee has a Grantee’s Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has a (iv) Termination of Service on account as an employee shall not be treated as a termination of death, Disability or Retirement or the Grantee has a Termination employment for purposes of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and this paragraph 2 if the Grantee experiences a Termination continues without interruption to serve thereafter as an officer or director of Service the Company or in such other capacity as determined by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the twenty-four Committee (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreementif no Committee is appointed, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (iBoard), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules termination of the Securities and Exchange Commission or such successor service shall be treated as the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopttermination.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Apollo Commercial Real Estate Finance, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Award Agreement and the Plan shall be subject to the following restrictions and conditions:
a. (i) Subject to clauses clause (c) through [(f)] [g]iii) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the Effective Date date hereof and lapse[, if and as [employment] [service] continues] solely to the extent the Grantee has not had a Termination of Service, in equal installments on each of the following schedule: first three anniversaries of the date hereof. For purposes of the Plan and this Award Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole SharesShares (with all outstanding fractional Shares vesting upon the final vesting date). Subject to the provisions of the Plan and this Award Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
b. (ii) Except as provided in the foregoing clause (ai), below in this clause (bii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted StockStock (whether or not vested), all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
c. Subject to clause (eiii) below, if Upon the Grantee has a Grantee’s Termination of Service by the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, Grantee and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
d. If the Grantee has (iv) Cessation of service as a Termination Director shall not be treated as a cessation of Service on account service for purposes of death, Disability or Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock.
e. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and this paragraph 2 if the Grantee experiences a Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, continues without interruption to serve thereafter in such other capacity as defined determined by the Committee, during the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Change of Control. For purposes of this Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and the related rules termination of the Securities and Exchange Commission or such successor service shall be treated as the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopttermination.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee is a party to an effective employment agreement with the Company from time to time, then the Restriction Period shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights the Grantee may otherwise have under such employment agreement.]
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Sutherland Asset Management Corp)