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), (d), (e), (f) and (g) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service continues, with respect to one-third of the Shares granted hereunder, on each of the first three anniversaries of the date hereof. (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. 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 if and when dividends are paid to holders of Company common stock generally. 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 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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder. (e) 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 granted to the Grantee hereunder. (f) 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 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:
(ai) Subject to clauses (cii), (d), (e), (fiii) and (giv) below, the period of restriction with respect to Shares granted hereunder (the “"Restriction Period”") shall begin on the date hereof and lapse, if 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 as service continuesthis Agreement, Shares with respect to one-third 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, hypothecate, alienate, encumber or assign the Shares granted hereunder, on each of Restricted Stock awarded under the first three anniversaries of the date hereofPlan (or have such Shares attached or garnished).
(bii) 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 dividends. 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 if and when dividends are paid to holders of Company common stock generallydividends. 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.
(ciii) Subject to clauses clause (d) and (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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then 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.
(d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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.
(giv) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 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 Compensation Committee (or if no Compensation 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 (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), (d), (e), ) through [(f) and ()] [g]) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof Effective Date and lapse[, if and as service [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to one-third 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 granted hereunder, on each of the first three anniversaries of the date hereofRestricted Stock (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 and the right to receive dividends. Unless otherwise provided by the Committee, the 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 if and when dividends are paid to holders of Company common stock generallyforfeited. 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 clauses (d) and 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, Disability Retirement or for Good Reason (each term as defined in the Grantee’s employment agreement)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) In the event d. If the Grantee has a Termination of Service on account of death death, Disability or Disability Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good ReasonCause, 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 granted to and if the Grantee hereunder.
(e) In experiences a Termination of Service by the event of a Change in Control (regardless of whether a termination follows thereafter)Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the Restriction Periodtwenty-four (24) months following the Change of Control, then the Restriction Period will immediately lapse on all Restricted Stock granted 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 Grantee hereunderChange 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 (fa) 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 applicable period of forfeiture 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.
(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 (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:
(ai) Subject to clauses (ciii)[,][and](iv) [,] [and] [(v), (d), (e), (f) ] [and (g) vi)] below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse[, if and as service [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to one-third 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, hypothecate, alienate, encumber or assign the Shares granted hereunder, on each of Restricted Stock awarded under the first three anniversaries of the date hereofPlan (or have such Shares attached or garnished).
(bii) 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. 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 if and when dividends are paid to holders of Company common stock generallydividends. 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.
(ciii) Subject to clauses clause[s] (div) [,] [and] [(v)] [and (e) 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 or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(div) In the event the Grantee has a Termination of Service on account of death death[, Retirement] or Disability or the Grantee has a on account of Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderGrantee.
(ev) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within [12 months] following a Change in of Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderGrantee.
] [(f) 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 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.
v)] [(g) vi)] 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 (Retail Opportunity Investments Corp)
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) Subject to clauses (c), (d), (e), (f) and (ge) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “"Restriction Period”") shall begin on the date hereof Grant Date and lapse, if and as service continuessubject to continued employment with the Company and/or its Subsidiaries, with respect to one-third one sixteenth (6.25%) of the Restricted Shares granted hereunder, on each three month anniversary of the first three anniversaries Grant Date (so that the period of restriction with respect to 100% of the date hereofRestricted Shares will lapse on the 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 Shares (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, hypothecate, alienate, encumber or assign the Restricted Shares awarded under this Agreement (or have such Restricted Shares attached or garnished).
(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 dividends. 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 if and when dividends are paid to holders of Company common stock generallydividends. 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) Subject to clauses 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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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 Termination of employment Service for purposes of this Paragraph Section 2 if the Grantee continues without interruption to serve thereafter as an employee, officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board)Committee, and the termination of such successor service shall be treated as the applicable termination.
(e) Notwithstanding clause (c) above, in the event of Grantee's Termination of Service without Cause after a Change in Control, 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 Restricted 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 Change in Control and entitle the Grantee to receive for each Restricted Share the same consideration received per Share by shareholders of the Company generally in the Change in Control transaction.
Appears in 1 contract
Sources: Restricted Share Award Agreement (Global Self Storage, 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) Subject to clauses (c), (d), (e), (fb) and (gc) 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 date hereof and lapse, if and as service continues, with respect to one-third of the Shares granted hereunder, on each of the first three anniversaries of the date hereof).
(b) Except as provided in the foregoing Subject to 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. 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 if and when dividends are paid to holders of Company common stock generally. 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 clauses (d) and (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, Disability death or for Good Reason (each term as defined in the Grantee’s employment agreement)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 RSUs as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited RSUs.
(dc) [In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause Cause, or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) In 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 RSUs granted to the Grantee hereunder.]
(fd) Notwithstanding any other provision hereof, if To the Grantee is a party to an effective extent the terms or conditions of the Grantee’s employment agreement (if any) conflict with clauses (b) and (c) above, the Company from time to time, then the applicable period of forfeiture 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.
(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 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:
(ai) Subject to clauses clause (c), (d), (e), (f) and (giv) below, the period of restriction with respect to Shares the shares of Restricted Stock granted hereunder (the “Restriction Period”) shall begin on the date hereof Grant Effective Date and lapselapse on the following schedule, if and as service continues, with respect to one-third provided that termination of the 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 granted hereunder, on each Becoming Vested Cumulative Percentage Vested [ ] [ ] ([25]%) [25]% [ ] [ ] ([25]%) [50]% [ ] [ ] ([25]%) [75]% [ ] [ ] ([25]%) [100]% Subject to the provisions of the first three anniversaries of Plan and this Agreement, during the date hereofRestriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the shares (or have such shares attached or garnished).
(bii) 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. Unless otherwise provided by dividends if, as and when paid.
(iii) Subject to clause (iv) below, upon termination of the CommitteeGrantee’s [employment/service as a director], the Grantee shall be entitled to receive any cash dividends on any then all shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited if and when dividends are paid to holders of Company common stock generally. 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 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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(div) In Notwithstanding any other term or provision of this Agreement, upon (A) termination of the event Grantee’s [employment/service as director] as a result of the Grantee has a Termination of Service on account of Grantee’s death or Disability disability or the Grantee has (B) a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) In the event of a Change in Control Sale Event (regardless of whether or not a termination follows thereafterof the Grantee’s [employment/service as director] has occurred), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderthat have not previously been forfeited.
(fv) Notwithstanding any other provision hereofanything to the contrary in this Section 2, if to the extent the Grantee is a party to an effective employment another agreement or arrangement with the Company from time to time, then that provides accelerated vesting of the applicable period shares of forfeiture shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights Restricted Stock or all equity awards in general in the Grantee may otherwise have under such employment agreement.
(g) Termination event of Service as an employee shall not be treated as a termination certain types of employment terminations, a Sale Event, or any other applicable vesting-related events or provides more favorable vesting provisions than provided for purposes in this Agreement, the more favorable vesting terms 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 (agreement or if no Committee is appointed, the Board), and the termination of such successor service arrangement shall be treated as the applicable terminationcontrol.
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:
(ai) Subject to clauses (ciii), (div), (e), (fv) and (gvi) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if solely to the extent the Grantee has not had a Termination of Service, on the following schedule: For purposes of the Plan and as service continuesthis Agreement, Shares with respect to one-third 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, hypothecate, alienate, encumber or assign the Shares granted hereunder, on each of Restricted Stock awarded under the first three anniversaries of the date hereofPlan (or have such Shares attached or garnished).
(bii) 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. Unless otherwise provided by Notwithstanding the Committeeforegoing, 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 forfeited if and when dividends are paid to holders of Company common stock generallyon a cumulative basis. 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.
(ciii) Subject to clauses (div), (v) and (evi) 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, death or Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(div) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company 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.
(v) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a on account of Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderGrantee.
(e) 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 granted to the Grantee hereunder.
(f) 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 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.
(gvi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 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 (Provident Mortgage Capital Associates, 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:
(ai) Subject to clauses (ciii), (d), (e), (fiv) and (gv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapselapse on the following schedule: Notwithstanding the foregoing, if and as service continuesunless otherwise expressly provided by the Committee, the Restriction Period with respect to one-third 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 granted hereunder, on each of the first three anniversaries of the date hereof(or have such Shares attached or garnished).
(bii) 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. 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 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.
(ciii) Subject to clauses (div) and (ev) 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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement)reason, during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.. Back to Contents
(div) In the event the Grantee has a Termination of Service on account of death death, Disability or Disability 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 Cause, or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) In 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 granted to the Grantee hereunderGrantee.
(fv) 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 applicable period Cessation 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 service as an employee shall not be treated as a termination cessation of employment for purposes of this Paragraph 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)Committee, and the termination of such successor service shall be treated as the applicable termination.
(b) The Company shall pay the Grantee an additional cash amount, intended to serve generally as a tax gross-up, upon each date on which the Restricted Stock vests and becomes taxable, equal to 30% of the value of the shares included in Grantee’s taxable income on such date.
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:
(ai) Subject to clauses (c), (d), (e), (fiii) and (giv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapselapse on, if and as service continues200_ (for the avoidance of doubt, without regard to the Company’s achievement of financial hurdles). Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to one-third 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 granted hereunder, on each of the first three anniversaries of the date hereof(or have such Shares attached or garnished).
(bii) 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. 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 if and when dividends are paid to holders of Company common stock generally. 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.
(ciii) Subject to clauses clause (d) and (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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), whatsoever during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(div) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderGrantee.
(e) 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 granted to the Grantee hereunder.
(f) 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 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 (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:
(ai) Subject to clauses (c)the provisions of the Plan and this Agreement, (d), (e), (f) and (g) below, during the period of restriction with respect to Shares granted hereunder (the “Restriction Period”), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares (or have such Shares attached or garnished). Subject to clauses (iii) and (iv) below, the Restriction Period shall begin on the date hereof and lapselapse on the following schedule: Notwithstanding the foregoing, if and as service continuesunless otherwise expressly provided by the Committee, the Restriction Period with respect to one-third of the such Shares granted hereunder, on each of the first three anniversaries of the date hereofshall only lapse as to whole Shares.
(bii) 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. Unless ; provided, however, that any cash dividends shall, unless otherwise provided by the Committee, be held by the Company (unsegregated as a part of its general assets) during the Restriction Period (and forfeited if the underlying Shares are forfeited), and paid over to the Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or without interest) as soon as practicable after such period lapses (if not then subject to restrictions) which have not been forfeited if and when dividends are paid to holders of Company common stock generallyforfeited). 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.
(ciii) Subject to clauses clause (d) and (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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(div) In the event the Grantee has a Termination of Service on account of death or Disability Disability, or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) In 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 granted to the Grantee hereunderand not forfeited previously.
(f) 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 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 (Cogdell Spencer Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(ai) Subject to clauses (c), (d), (e), (fiii) and (giv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service continues, with respect to [one-third third] of the Shares granted hereunder, on each of the first three [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 (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, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(bii) 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. 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 if and when dividends are paid to holders of Company common stock generallyforfeited. 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.
(ciii) Subject to clauses clause (d) and (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, Disability death or for Good Reason (each term as defined in the Grantee’s employment agreement)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.
(div) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause Cause, or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) In 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 granted to the Grantee hereunder.
(f) 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 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 (DLC Realty Trust, 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:
(ai) Subject to clauses (c), (d), (e), (fiii) and (giv) below, the period of restriction with respect to Shares shares of Restricted Stock granted hereunder (the “"Restriction Period”") shall begin on the date hereof hereof, and lapse, if and as service continues, lapse with respect to one-third 20% of the Shares granted hereundersuch shares on January 1, 2004, and with respect to an additional 20% of such shares on each of the first three four anniversaries of the date hereofhereof (with the result that all of the shares shall become 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 assign, transfer, or otherwise encumber or dispose of shares of Restricted Stock awarded under the Plan.
(bii) 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. Unless otherwise provided by the Committee, the 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 if and when dividends are paid to holders forfeited. Certificates for shares of Company common stock generally. Shares 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.
(ciii) Subject to clauses clause (d) and (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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares shares of Restricted Stock still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(div) In the event that during the Grantee has a Termination of Service on account of death or Disability or Restriction Period the Grantee has a Termination of Service by Grantee's employment with the Company and its Subsidiaries for any reason other than for Cause Affiliates terminates (A) on account of the death or disability (as defined in the Employment Agreement) of the Grantee as contemplated by the Grantee Employment Agreement; (B) by the Company Without Cause (as defined in the Employment Agreement); or (C) by the Executive for Good Reason, during 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.
(b) The Grantee shall be issued a stock certificate in respect of the shares of Restricted Stock granted awarded hereunder. Such certificate shall be registered in the name of the Grantee, and may include any legend which the Committee deems appropriate to reflect any restrictions on transfer provided hereunder or under the Plan, or as the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall bear a legend referring to the terms, conditions, and restrictions applicable to this a Agreement, substantially in the following form: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) 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 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The Committee shall require that such stock certificate be held in custody by the Company until the restrictions hereunder shall have lapsed, and that, as a condition of 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 hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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 his or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board)her designee, and the termination Grantee (or designee) shall own such shares free and clear of all restrictions imposed hereby, free to hold or dispose of such successor service shall be treated as shares in the Grantee's (or designee's) discretion, subject to all applicable terminationfederal and state laws.
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:
(ai) Subject to clauses (ciii), (d), (e), (f) and (giv) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service continues, with respect to one-third [·] of the Restricted Shares granted hereunder, on each of the first three [·] anniversaries of the 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 Shares (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, hypothecate, alienate, encumber or assign the Restricted Shares awarded under the Plan (or have such Shares attached or garnished).
(bii) 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 dividends. 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 if and when dividends are paid to holders of Company common stock generallydividends. 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.
(ciii) Subject to clauses clause (d) and (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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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.
(giv) 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)Committee, and the termination of such successor service shall be treated as the applicable termination.
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:
(ai) Subject to clauses clause (c), (d), (e), (f) and (giii) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service to the Company continues, with respect to one-third of the Shares granted hereunder, in equal installments on each of the 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, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(bii) 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. 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 if and when dividends are paid to holders of Company common stock generallydividends. 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.
(ciii) Subject to clauses (d) and (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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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 (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:
(ai) Subject to clauses (c), (d), (e), (fiii) and (giv) below, the period of restriction with respect to Shares the Restricted Stock granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service continues, with respect to [one-third third] of the Shares Restricted Stock granted hereunder, on each of the first three [three] anniversaries of the 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 Shares (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, hypothecate, alienate, encumber or assign the Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(bii) 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. [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 if and when dividends are paid to holders of Company common stock generallyforfeited. 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.]
(ciii) Subject to clauses clause (d) and (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, Disability death or for Good Reason (each term as defined in the Grantee’s employment agreement)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.
(div) 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 or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause Cause, or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) In 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 Shares of Restricted Stock granted to the Grantee hereunder.
(f) 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 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 (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:
(ai) Subject to clauses (ciii), (d), (e), (fiv) and (gv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if solely to the extent the Grantee has not had a Termination of Service, on the following schedule: For purposes of the Plan and as service continuesthis Agreement, Shares with respect to one-third 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, hypothecate, alienate, encumber or assign the Shares granted hereunder, on each of Restricted Stock awarded under the first three anniversaries of the date hereofPlan (or have such Shares attached or garnished).
(bii) 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 dividends. 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 if and when dividends are paid to holders of Company common stock generallydividends. 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.
(ciii) Subject to clauses clause (d) and (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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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.
(giv) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 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 (Apollo Commercial Real Estate Finance, 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:
(ai) Subject to clauses (c), (d), (e), (f) and (g) below, During the period of restriction with respect to Shares granted hereunder (the “Restriction Period”), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares (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 lapselapse . Notwithstanding the foregoing, if and as service continuesunless otherwise expressly provided by the Committee, the Restriction Period with respect to one-third of the such Shares granted hereunder, on each of the first three anniversaries of the date hereofshall only lapse as to whole Shares.
(bii) Except as provided in 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. Unless otherwise provided dividends as and when such dividends are declared and paid by the Committee, the Grantee shall be entitled to receive any cash dividends Company (or as soon as practicable thereafter).
(iii) The effect on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited if and when dividends are paid to holders of Company common stock generally. 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 a termination of Restricted Stock.
(c) Subject to clauses (d) and (e) below, if the Grantee has a Termination of Service by Grantee’s service with the Company and its Subsidiaries for Cause or by the Grantee for any reason other than his or her death, Disability or for Good Reason a Change in Control (each term as defined in the Plan) shall be governed by the Plan. In addition, if the Grantee’s employment agreementservice with the Company is terminated by the Company for Cause (as defined in the Plan), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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 Share Award Agreement (Alesco Financial Inc)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(ai) Subject to clauses (ciii), (d), (e), (fiv) and (gv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if 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 as service continuesthis Agreement, Shares with respect to one-third 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, hypothecate, alienate, encumber or assign the Shares granted hereunder, on each of Restricted Stock awarded under the first three anniversaries of the date hereofPlan (or have such Shares attached or garnished).
(bii) 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. 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 if and when dividends are paid to holders of Company common stock generallydividends]. 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.
(ciii) Subject to clauses clause (d) and (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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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.
(giv) 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 Administrator (or if no Committee Administrator is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
(v) For purposes of this Agreement, a “Termination of Service” shall mean the time when the employee-employer relationship or directorship, or other service relationship, between the Grantee and the Company (or an Affiliated Company) is 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 effects of all matters and questions relating to Termination of 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 continuing intact while the Grantee is on military leave, sick leave or other bona fide leave of absence (to be determined in the discretion of the Administrator).
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:
(ai) Subject to clauses (ciii)[,][and](iv) [,] [and] [(v), (d), (e), (f) ] [and (g) vi)] below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse[, if and as service [employment] [service] continues] on the following schedule: , 20___ [___] , 20___ [___] , 20___ [___] For purposes of the Plan and this Agreement, Shares with respect to one-third 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, hypothecate, alienate, encumber or assign the Shares granted hereunder, on each of Restricted Stock awarded under the first three anniversaries of the date hereofPlan (or have such Shares attached or garnished).
(bii) 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. Unless otherwise provided by the CommitteeCommittee 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 if and when dividends are paid to holders of Company common stock generallyforfeited. 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.
(ciii) Subject to clauses clause[s] (div) [and] [(v)] [and (e) 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 or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(div) In the event the Grantee has a Termination of Service on account of death death, Retirement or Disability or the Grantee has a on account of Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderGrantee.
(ev) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within [12] months following 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 granted to the Grantee hereunderGrantee.
] [(f) 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 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.
v)] [(g) vi)] Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 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 (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) Subject to clauses (c), (d), (e), (f) and (gd) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service continues, with respect to one-third fourth of the Shares granted hereunder, on each of the first three four anniversaries of the date hereof.
(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. 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 if and when dividends are paid to holders of Company common stock generally. 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 clauses (d) and (e) 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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement)reason, during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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 Units shall be subject to the following restrictions and conditions:
(ai) Subject to clauses (c), (d), (e), (f) and (g) below, the The period of restriction with respect to Shares granted hereunder the Units (the “Restriction Period”) shall begin on the date hereof and lapse, shall end on the anniversary (the “Vesting Date”) [if and as service employment with the Company continues]. [Subject to the provisions of 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 respect the Grantee’s trust or estate planning, the Grantee shall not be permitted voluntarily or involuntarily to one-third assign, transfer, or otherwise encumber or dispose of the Shares granted Units awarded hereunder, on each of the first three anniversaries of the date hereof.]
(bii) [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]. Unless otherwise provided by the Committee, the [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 if and when dividends are paid to holders of Company common stock generallyforfeited]. Shares [Certificates for 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.]
(ciii) Subject to clauses [Except as may be provided in accordance with clause (di) above, upon] [Upon ] the termination of the Grantee’s employment with the Company and (e) below, if the Grantee has a Termination of Service 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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares Units still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.]
(div) In Upon the event Vesting Date, the Company shall pay the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reasonan additional cash amount, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted intended to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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 serve generally as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption tax gross-up, equal to serve thereafter as an officer or director % of the Company or value of the shares then included 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 terminationGrantee’s taxable 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) Subject to clauses (c), (d), (e), (f) and (gf) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service continues, with respect to one-third fourth of the Shares granted hereunder, on each of the first three four anniversaries of the date hereof.
(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. 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 if and when dividends are paid to holders of Company common stock generally. 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 clauses clause (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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good ReasonReason 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 Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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.
(gf) 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) Subject to clauses (c), (d), (e), (f) and (gd) below, the period of restriction with respect to Shares the Restricted Stock granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service continues, with respect to [one-third third] of the Shares Restricted Stock granted hereunder, on each of the first three [three] anniversaries of the 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 Shares (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, hypothecate, alienate, encumber or assign the Restricted Stock awarded under the Plan (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 of Restricted Stock and the right to receive dividends. [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 if and when dividends are paid to holders of Company common stock generallyforfeited. 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 clauses clause (d) and (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, Disability death or for Good Reason (each term as defined in the Grantee’s employment agreement)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) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause Cause, or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) In 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 Shares of Restricted Stock granted to the Grantee hereunder.]
(fe) Notwithstanding any other provision hereof, if To the Grantee is a party to an effective extent the terms or conditions of the Grantee’s employment agreement (if any) conflict with clauses (c) and (d) above, the Company from time to time, then the applicable period of forfeiture 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.
(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 (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:
(ai) Subject to clauses (ciii)[,][and](iv) [,] [and] [(v), (d), (e), (f) ] [and (g) vi)] below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse[, if and as service [employment] [service] continues] on the following schedule: , 20 , 20 , 20 For purposes of the Plan and this Agreement, Shares with respect to one-third 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, hypothecate, alienate, encumber or assign the Shares granted hereunder, on each of Restricted Stock awarded under the first three anniversaries of the date hereofPlan (or have such Shares attached or garnished).
(bii) 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. 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 if and when dividends are paid to holders of Company common stock generallydividends. 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.
(ciii) Subject to clauses clause[s] (div) [,] [and] [(v)] [and (e) 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 or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(div) In the event the Grantee has a Termination of Service on account of death death, Retirement or Disability or the Grantee has a on account of Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderGrantee.
(ev) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within [12 months] following a Change in of Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderGrantee.
] [(f) 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 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.
v)] [(g) vi)] 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 (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:
(ai) Subject to clauses (c)the provisions of the Plan and this Agreement, (d), (e), (f) and (g) below, during the period of restriction with respect to Shares granted hereunder (the “Restriction Period”), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares (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 lapselapse on the following schedule: Notwithstanding the foregoing, if and as service continuesunless otherwise expressly provided by the Committee, the Restriction Period with respect to one-third of the such Shares granted hereunder, on each of the first three anniversaries of the date hereofshall only lapse as to whole Shares.
(bii) 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. 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 if and when dividends are paid to holders of Company common stock generally. 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.
(ciii) Subject to clauses (div), (v) and (evi) 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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement)reason, during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(div) In the event the Grantee has a Termination Cessation of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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 service as an employee shall not be treated as a termination cessation of employment for purposes of this Paragraph paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director Director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board)Company, and the termination of such successor service shall be treated as the applicable termination.
(v) If the Grantee is party to an employment agreement which provides that Shares subject to restriction shall be subject to terms other than those 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 all restrictions on Shares shall thereupon, and with no further action immediately lapse.
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:
(ai) Subject to clauses (ciii), (d), (e), (f) and (giv) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “"Restriction Period”") shall begin on the date hereof and lapse, if and as service continues, with respect to one-third [●] of the Restricted Shares granted hereunder, on each of the first three [●] anniversaries of the 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 Shares (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, hypothecate, alienate, encumber or assign the Restricted Shares awarded under the Plan (or have such Shares attached or garnished).
(bii) 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 dividends. 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 if and when dividends are paid to holders of Company common stock generallydividends. 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.
(ciii) Subject to clauses clause (d) and (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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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.
(giv) 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)Committee, and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Sources: Restricted Share Award Agreement (National Storage Affiliates Trust)
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) Subject to clauses (c), (d), (e), (f) and (g) below, the period of restriction with respect to Shares granted hereunder (the “"Restriction Period”") shall begin on the date hereof and lapse, if and as service continues, with respect to one-third ____ of the Shares granted hereunder, on each of the first three ____ anniversaries of the date hereof.
(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. 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 forfeited if and when dividends are paid to holders of Company common stock Series __ Shares generally. 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 clauses (d) and (e) 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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement)reason, during the Restriction Period, then all Series __ Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(ai) Subject to clauses (ciii) through [(vi), ] [(dvii), (e), (f) and (g) ] below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof Effective Date and lapse[, if and as service [employment] [service] continues] on the following schedule: , 20 [ ] , 20 [ ] For purposes of the Plan and this Agreement, Shares with respect to one-third 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 granted hereunder, on each of the first three anniversaries of the date hereofRestricted Stock (or have such Shares attached or garnished).
(bii) 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. Unless otherwise provided by the Committee, the 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 if and when dividends are paid to holders of Company common stock generallyforfeited. 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.
(ciii) Subject to clauses clause (d) and (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, Disability Retirement or for Good Reason (each term as defined in the Grantee’s employment agreement)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.
(div) In the event If the Grantee has a Termination of Service on account of death death, Disability or Disability Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good ReasonCause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderStock.
(ev) In If there occurs during the event of Restriction Period a Change of Control in Control (regardless which the Resulting Entity assumes or continues the Grant of whether Restricted Stock and if the Grantee experiences a termination follows thereafter)Termination of Service by the Resulting Entity and its Subsidiaries voluntarily for good reason, as defined by the Committee, during the Restriction Periodtwenty-four (24) months following the Change of Control, then the Restriction Period will immediately lapse on all Restricted Stock granted on the date of the Termination of Service. If an event described in clause (iv) 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 Grantee hereunderChange 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.
(fvi) 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.
(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 applicable period of forfeiture 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.
(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 (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:
(ai) Subject to clauses (ciii), (d), (e), (fiv) and (gv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if 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 as service continuesthis Agreement, Shares with respect to one-third 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, hypothecate, alienate, encumber or assign the Shares granted hereunder, on each of Restricted Stock awarded under the first three anniversaries of the date hereofPlan (or have such Shares attached or garnished).
(bii) 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 dividends. 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 if and when dividends are paid to holders of Company common stock generallydividends. 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.
(ciii) Subject to clauses clause (d) and (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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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.
(giv) 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 (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:
(ai) Subject to clauses (c), (d), (e), (fiii) and (giv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapselapse on , if and as service continues200_ (for the avoidance of doubt, without regard to the Company’s achievement of financial hurdles). Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to one-third 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 granted hereunder, on each of the first three anniversaries of the date hereof(or have such Shares attached or garnished).
(bii) 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. 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 if and when dividends are paid to holders of Company common stock generally. 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.
(ciii) Subject to clauses clause (d) and (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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), whatsoever during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(div) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderGrantee.
(e) 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 granted to the Grantee hereunder.
(f) 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 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
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), (d), (e), (f) and (g) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service continues, with respect to one-third fourth of the Shares granted hereunder, on each of the first three four anniversaries of the date hereof.
(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. 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 if and when dividends are paid to holders of Company common stock generally. 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 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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good ReasonReason 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 Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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. (a) The Restricted Stock Shares awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(ai) Subject to clauses (ciii), [,] [and] (d), (e), (fiv)[,][(v) and (g) vi)][___] below, the period of restriction with respect to the Shares granted hereunder (the “"Restriction Period”") shall begin on the date hereof and lapselapse on the following schedule: _______________________________________________ _______________________________________________ _______________________________________________ Notwithstanding the foregoing, if and as service continuesunless otherwise expressly provided by the Committee, the Restriction Period with respect to one-third the Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares granted hereunder(or have such Shares attached or garnished). The Shares may not be transferred, on each of the first three anniversaries of the date hereofassigned or subject to any encumbrance, pledge, or charge until all applicable restrictions are removed or have expired.
(bii) 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. Unless all dividends and other distributions paid or made with respect thereto[; provided, however, that any cash dividends shall, unless otherwise provided by the Committee, be held by [the Grantee shall be entitled to receive any cash dividends on any shares Company (unsegregated as a part of Restricted Stock its general assets)] [an escrow agent] during the Restriction Period (whether or not then subject to restrictions) which have not been and forfeited if the underlying Shares are forfeited), and when dividends are paid over to holders of Company common stock generallythe Participant (without interest) as soon as practicable after such period lapses (if not 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.
(ciii) Subject to clauses clause[s] (d) and iv)[or (e) 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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement)reason, 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 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 paid by the Participant for such forfeited Shares as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Shares]. 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.
(div) In the event the Grantee Participant has a Termination termination of Service service on account of death or Disability [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 Cause[, or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) In 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 granted to Shares. [Without limiting the Grantee hereunder.
(f) Notwithstanding any other provision hereofforegoing, if the Grantee is a party to an effective Participant's employment agreement with the Company from time or any Subsidiary shall be terminated for Cause, the Participant's rights to time, then the applicable period of forfeiture Shares 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 agreementterminate in their entirety.]
(gv) Termination [possible provisions as contemplated by Section 13 of Service the Plan, regarding Change in Control]
(vi) Cessation of service as an employee shall not be treated as a termination cessation of employment for purposes of this Paragraph 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)Committee, and the termination of such successor service shall be treated as the applicable termination.]
(vi) [possible provisions as contemplated by Section 8.5 of the Plan, regarding a "Section 83(b)" election]
(viii) The Committee may require that any stock certificates evidencing the 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 (or designee) shall own such Shares free and clear of all restrictions imposed hereby, free to hold or dispose of such shares in the Participant's (or designee's) discretion, subject to all applicable federal and state laws.
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:
(ai) Subject to clauses (ciii), (d), (e), (fiv) and (gv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service continuescontinues on the following schedule: , 20 [ ] , 20 [ ] , 20 [ ] For purposes of the Plan and this Agreement, Shares with respect to one-third 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, hypothecate, alienate, encumber or assign the Shares granted hereunder, on each of Restricted Stock awarded under the first three anniversaries of the date hereofPlan (or have such Shares attached or garnished).
(bii) 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. Unless otherwise provided by the CommitteeCommittee 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 if and when dividends are paid to holders of Company common stock generallyforfeited. 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.
(ciii) Subject to clauses (div) and (ev) 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, death or Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(div) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a on account of Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderGrantee.
(ev) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following 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 granted to the Grantee hereunderGrantee.
(f) 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 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 (Ladder Capital Realty 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:
(ai) Subject to clauses clause (c), (d), (e), (f) and (giii) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service continuessolely to the extent the Grantee has not had a Termination of Service, with respect to one-third of the Shares granted hereunder, in equal installments on each of the 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 Shares (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).
(bii) 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 dividends. 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 if and when dividends are paid to holders of Company common stock generallydividends. 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.
(ciii) Subject to clauses (d) and (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, Disability or for 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.
Grantee and (dB) In the event Company shall pay to the Grantee has a Termination as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of Service on account of death or Disability or (x) the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or amount (if any) paid by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all such forfeited Restricted Stock granted to as contemplated by the Grantee hereunderPlan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
(eiv) In the event Cessation of service as 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 granted to the Grantee hereunder.
(f) 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 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 Director shall not be treated as a termination cessation of employment service for purposes of this Paragraph 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)Committee, and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Sutherland Asset Management Corp)
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) Subject to clauses (c), (d), (e), (f) and (g) below, the period of restriction with respect to Shares granted hereunder (the “"Restriction Period”") shall begin on the date hereof and lapse, if and as service continues, with respect to one-third ____ of the Shares granted hereunder, on each of the first three ____ anniversaries of the date hereof.
(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. 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 forfeited if and when dividends are paid to holders of Company common stock Series A-1 Common Shares generally. 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 clauses (d) and (e) 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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement)reason, during the Restriction Period, then all Series A-1 Restricted Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(d) In the event the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) 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 granted to the Grantee hereunder.
(f) 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 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
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(ai) Subject to clauses (c), (d), (e), (fiii) and (giv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof Effective Date and lapselapse on the following schedule: __________________ __________________ __________________ For purposes of the Plan and this Agreement, if and as service continues, Shares with respect to one-third 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, hypothecate, alienate, encumber or assign Shares granted hereunder, on each of Restricted Stock awarded under the first three anniversaries of the date hereofPlan (or have such Shares attached or garnished).
(bii) 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 dividendsShares. 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 restrictionsrestriction) which have not been forfeited if and when dividends are paid to holders of Company common stock generallyforfeited. 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.
(ciii) Subject to clauses clause (d) and (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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement)reason, during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(div) In the event the Grantee has a Termination of Service on account of death or death, Disability or the Grantee has a Retirement or on account of Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good ReasonCause, during the Restriction Period, then restrictions under the Restriction Period Plan will immediately lapse on all Restricted Stock granted to the Grantee hereunderStock.
(e) 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 granted to the Grantee hereunder.
(f) 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 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 (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:
(ai) Subject to clauses (cii), (diii), (e), (fiv) and (gv) below, the period of restriction with respect to the Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if solely to the extent the Grantee has not had a Termination of Service, except as otherwise provided herein, on the following schedule: For purposes of the Plan and as service continuesthis Agreement, Shares with respect to one-third 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, hypothecate, alienate, encumber or assign the Shares granted hereunder, on each of Restricted Stock awarded under the first three anniversaries of the date hereofPlan (or have such Shares attached or garnished).
(bii) 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 dividends. 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 if and when dividends are paid to holders of Company common stock generallydividends. 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.
(ciii) Subject to clauses clause (div) and (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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then 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.
(div) In Notwithstanding anything in this Agreement to the event contrary, upon the Grantee has a Termination of Service on account of death or Disability or the Grantee has a Grantee’s Termination of Service by the Company and its Subsidiaries for any reason other than for without Cause or by the Grantee for Good Reason, during the Restriction Period, then Grantee’s unvested Shares shall become fully vested upon the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderdate of such Termination of Service.
(e) 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 granted to the Grantee hereunder.
(f) 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 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.
(gv) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 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 (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:
(ai) Subject to clauses (c), (d), (e), (fiii) and (giv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof Effective Date and lapse[, if and as service [employment] [service] continues] on the following schedule: For purposes of the Plan and this Agreement, Shares with respect to one-third 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 granted hereunder, on each of the first three anniversaries of the date hereof(or have such Shares attached or garnished).
(bii) 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. Unless otherwise provided by the Committee, the 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 if and when dividends are paid to holders of Company common stock generallyforfeited. 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.
(ciii) Subject to clauses clause (d) and (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, Disability Retirement or for Good Reason (each term as defined in the Grantee’s employment agreement)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.
(div) In the event the Grantee has a Termination of Service on account of death death, Disability or Disability Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause Cause, or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) In in the event of a Change in of Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderStock.
(fv) [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 applicable period of forfeiture 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.
(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 (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:
(ai) Subject to clauses clause (c), (d), (e), (f) and (giv) below, the period of restriction with respect to Shares the shares of Restricted Stock granted hereunder (the “Restriction Period”) shall begin on the date hereof Grant Effective Date and lapselapse on the following schedule, if and as service continues, with respect to one-third provided that termination of the Shares granted hereunder, on each Grantee’s [employment/service as director] has not occurred prior to the applicable date restrictions lapse: Subject to the provisions of the first three anniversaries of Plan and this Agreement, during the date hereofRestriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the shares (or have such shares attached or garnished).
(bii) 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. Unless otherwise provided by dividends if, as and when paid.
(iii) Subject to clause (iv) below, upon termination of the CommitteeGrantee’s [employment/service as a director], the Grantee shall be entitled to receive any cash dividends on any then all shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited if and when dividends are paid to holders of Company common stock generally. 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 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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(div) In Notwithstanding any other term or provision of this Agreement, upon (A) termination of the event Grantee’s [employment/service as director] as a result of the Grantee has a Termination of Service on account of Grantee’s death or Disability disability or the Grantee has (B) a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(e) In the event of a Change in Control Sale Event (regardless of whether or not a termination follows thereafterof the Grantee’s [employment/service as director] has occurred), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderthat have not previously been forfeited.
(fv) Notwithstanding any other provision hereofanything to the contrary in this Section 2, if to the extent the Grantee is a party to an effective employment another agreement or arrangement with the Company from time to time, then that provides accelerated vesting of the applicable period shares of forfeiture shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights Restricted Stock or all equity awards in general in the Grantee may otherwise have under such employment agreement.
(g) Termination event of Service as an employee shall not be treated as a termination certain types of employment terminations, a Sale Event, or any other applicable vesting-related events or provides more favorable vesting provisions than provided for purposes in this Agreement, the more favorable vesting terms 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 (agreement or if no Committee is appointed, the Board), and the termination of such successor service arrangement shall be treated as the applicable terminationcontrol.
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) Subject Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to clauses (c), (d), (e), (f) the effect that such shares are subject to restrictions as set forth herein and (g) below, in the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as service continues, with respect to one-third of the Shares granted hereunder, on each of the first three anniversaries of the date hereofPlan.
(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 StockStock granted herein may not be sold, all assigned, transferred, pledged or otherwise encumbered or disposed of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. Unless otherwise provided by the Committee, the Grantee shall be entitled prior to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited if and when dividends are paid to holders of Company common stock generally. 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 Stockvesting.
(c) Subject to clauses (d) and (e) below, if If the Grantee has a Termination of Service by Grantee’s employment with the Company and its Subsidiaries for Cause is voluntarily or by the Grantee involuntarily terminated for any reason other than his or her deathprior to vesting of shares of Restricted Stock granted herein, Disability or for Good Reason (each term as defined in all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company. Notwithstanding the foregoing, if the Grantee’s employment agreement), during with the Restriction Period, then all Shares still subject Company and its Subsidiaries is terminated due to restriction shall thereupon, and with no further action, be forfeited by 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 termination of the Grantee’s employment shall be conclusive and binding on the Grantee and his or her representatives or legatees.
(d) In Notwithstanding anything herein or in the event Plan to the contrary, but only to the extent the Grantee has is subject to the restrictions of Section 30.1(a) of the TARP Rules, vested shares of the Stock granted hereunder shall not be transferable (as defined in 26 C.F.R. 1.83–3(d)) at any time earlier than as permitted under the following schedule (except to the extent provided below or as necessary to reflect a Termination merger or acquisition of Service on account the Company (within the meaning of death or Disability or the Grantee has a Termination TARP Rules)):
(i) 25 percent of Service the shares of Stock at the time of repayment of 25 percent of the aggregate financial assistance received by the Company and its Subsidiaries for any reason other than for Cause or by from Treasury under TARP;
(ii) an additional 25 percent of the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted shares of Stock granted to (for an aggregate total of 50 percent of the Grantee hereunder.
(eshares of Stock) In at the event time of a Change in Control (regardless repayment of whether a termination follows thereafter), during 50 percent of the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(f) 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;
(iii) an additional 25 percent of the shares of Stock granted (for an aggregate total of 75 percent of the shares of Stock granted) at the time to timeof repayment of 75 percent of the aggregate financial assistance received by the Company from Treasury under TARP; and
(iv) the remainder of the shares of Stock granted at the time of 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 applicable period date upon which the Restricted Stock becomes vested and ending on December 31 of forfeiture shall also end if and 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; 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)vesting, and the termination of such successor service amounts made transferable for this purpose shall be treated as not count toward the applicable terminationpercentages 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) Subject The Grantee shall not sell, assign, transfer, pledge, hypothecate, mortgage, encumber or otherwise dispose of any shares of Restricted Stock prior to clauses (c)vesting, (d), (e), (f) and (g) as provided for in Paragraph 3 below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and otherwise except as service continues, with respect to one-third of the Shares granted hereunder, on each of the first three anniversaries of the date hereofexpressly provided for in this Agreement.
(b) Except as provided in Certificates evidencing 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. Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether 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 if and when dividends restrictions as set forth herein: "The shares represented by this certificate are paid to holders of Company common stock generally. Shares (not subject to restrictions) shall restrictions on transfer and may not be delivered 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 Grantee holder of this certificate upon request and without charge. The shares represented by this certificate are designated as Tranche [A, B or his or her designee promptly after, and only after, C] under the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockAgreement."
(c) Subject Prior to clauses (d) and (e) belowvesting of shares of Restricted Stock granted herein, if the Grantee has a Termination of Service Grantee's employment with the Company is terminated:
(i) by the Company and its Subsidiaries for Cause (as defined in Section 6 of the Grantee's Employment Agreement dated as of August 27, 1999), 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 their Purchase Price per Share.
(ii) by the Company 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 death, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by Section 5 of the Grantee.
(d) In the event the Grantee has a Termination 's Employment Agreement dated as of Service on account of death or Disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good ReasonAugust 27, during the Restriction Period1999), then the Restriction Period will immediately lapse on all Restricted Stock granted 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. The Company must exercise such right of repurchase or forfeiture by written notice to the Grantee hereunder.
(e) In or 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 granted to the Grantee hereunder.
(f) 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 applicable period of forfeiture shall also end if and as may be otherwise required by Grantee's legal representative not later than 60 days following 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 terminationemployment.
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Cambridge Technology Partners Massachusetts Inc)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(ai) Subject to clauses clause (c), (d), (e), (f) and (giv) below, the period of restriction with respect to Shares the shares of Restricted Stock granted hereunder (the “Restriction Period”) shall begin on the date hereof Grant Effective Date and lapselapse on the following schedule, if and as service continues, with respect to one-third provided that termination of the Grantee’s [employment/service as director] has not occurred prior to the applicable date restrictions lapse: 1 Date Restrictions Lapse Number of Shares granted hereunder, on each Becoming Vested Cumulative Percentage Vested [ ] [ ] ([25]%) [25]% [ ] [ ] ([25]%) [50]% [ ] [ ] ([25]%) [75]% [ ] [ ] ([25]%) [100]% Subject to the provisions of the first three anniversaries of Plan and this Agreement, during the date hereofRestriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the shares (or have such shares attached or garnished).
(bii) 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. Unless otherwise provided by dividends if, as and when paid.
(iii) Subject to clause (iv) below, upon termination of the CommitteeGrantee’s [employment/service as a director], the Grantee shall be entitled to receive any cash dividends on any then all shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited if and when dividends are paid to holders of Company common stock generally. 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 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, Disability or for Good Reason (each term as defined in the Grantee’s employment agreement), during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(div) In Notwithstanding any other term or provision of this Agreement, upon (A) termination of the event Grantee’s [employment/service as director] as a result of the Grantee has a Termination of Service on account of Grantee’s death or Disability disability or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunder.
(eB) In the event of a Change in of Control (regardless of whether or not a termination follows thereafterof the Grantee’s [employment/service as director] has occurred), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee hereunderthat have not previously been forfeited.
(fv) Notwithstanding any other provision hereofanything to the contrary in this Section 2, if to the extent the Grantee is a party to an effective employment another agreement or arrangement with the Company from time to time, then that provides accelerated vesting of the applicable period shares of forfeiture shall also end if and as may be otherwise required by such employment agreement; and nothing herein shall limit any rights Restricted Stock or all equity awards in general in the Grantee may otherwise have under such employment agreement.
(g) Termination event of Service as an employee shall not be treated as a termination certain types of employment terminations, a Change of Control, or any other applicable vesting-related events or provides more favorable vesting provisions than provided for purposes in this Agreement, the more favorable vesting terms 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 (agreement or if no Committee is appointed, the Board), and the termination of such successor service arrangement shall be treated as the applicable terminationcontrol.
Appears in 1 contract
Sources: Restricted Stock Award Agreement (Behringer Harvard Reit I Inc)