The Award is Conditional and is Subject to Forfeiture Sample Clauses

The Award is Conditional and is Subject to Forfeiture. The award and the Participant’s right to become the owner of the shares are subject to two conditions, are subject to forfeiture if the conditions are not satisfied, and will not be considered vested until the conditions are satisfied or waived. The two conditions consist of a service condition and a performance condition.
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The Award is Conditional and is Subject to Forfeiture. The only condition to unrestricted ownership of the shares awarded by this Restricted Stock Award Agreement that must be satisfied by the Participant is that the Participant must maintain continuous employment with Cortland Bancorp or a Related Entity for years after the effective date. Until the , 20 vesting date, the Restricted Stock awarded by this Restricted Stock Award Agreement will be held by Cortland Bancorp as escrow agent and will be unvested. If the Participant maintains continuous employment with Cortland Bancorp or a Related Entity until the , 20 vesting date, the Award will be fully vested and non-forfeitable on that date and the Participant will then possess all right, title, and interest in the shares. If the Participant does not maintain continuous employment with Cortland Bancorp or a Related Entity until the vesting date, whether because of voluntary or involuntary termination, termination because of disability, or death, the Award will be forfeited in its entirety by the Participant effective as of the date the Participant’s employment terminates, unless in its sole discretion the Plan Committee elects to accelerate the Participant’s vesting in and right to all or a portion of the Award when the Participant’s employment terminates. However, if a Change in Control occurs before the vesting date and if the Participant maintains continuous employment with Cortland Bancorp or a Related Entity through the date of the Change in Control, on the date of the Change in Control the Award will be fully vested and non-forfeitable and the Participant thereafter will possess all right, title, and interest in the shares.
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The Award is Conditional and is Subject to Forfeiture. The Restricted Stock shall vest in equal thirds on the first three anniversaries of the Award Date, becoming 100% vested on the third anniversary, provided that on each vesting date the Participant has maintained continuous employment with Cortland Bancorp or a Related Entity through the vesting date. Except as otherwise provided in the 2015 Omnibus Equity Plan or in this Restricted Stock Award Agreement, shares of Restricted Stock that have not already become vested when the Participant’s employment termination occurs will be forfeited in its entirety by the Participant effective as of the date the Participant’s employment terminates, unless in its sole discretion the Plan Committee elects to accelerate the Participant’s vesting in and right to all or a portion of the Award when the Participant’s employment terminates. However, if a Change in Control occurs before the vesting date and if the Participant maintains continuous employment with Cortland Bancorp or a Related Entity through the date of the Change in Control, on the date of the Change in Control the Award will be fully vested and non-forfeitable and the Participant thereafter will possess all right, title, and interest in the shares.
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The Award is Conditional and is Subject to Forfeiture. The only condition to unrestricted ownership of the shares awarded by this Restricted Stock Award Agreement that must be satisfied by the Participant is that the Participant must maintain continuous service with Cortland Bancorp or a Related Entity for years after the effective date. Until the , 20 vesting date, the Restricted Stock awarded by this Restricted Stock Award Agreement will be held by Cortland Bancorp as escrow agent and will be unvested. If the Participant maintains continuous service with Cortland Bancorp or a Related Entity until the , 20 vesting date, the Award will be fully vested and non-forfeitable on that date and the Participant will then possess all right, title, and interest in the shares. If the Participant does not maintain continuous service with Cortland Bancorp or a Related Entity until the vesting date, the Award will be forfeited in its entirety by the Participant effective as of the date the Participant’s service terminates, unless in its sole discretion the board of directors elects to accelerate the Participant’s vesting in and right to all or a portion of the Award when the Participant’s service terminates. However, if a Change in Control occurs before the vesting date and if the Participant maintains continuous service with Cortland Bancorp or a Related Entity through the date of the Change in Control, on the date of the Change in Control the Award will be fully vested and non-forfeitable and the Participant thereafter will possess all right, title, and interest in the shares.
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Related to The Award is Conditional and is Subject to Forfeiture

  • Restrictions; Forfeiture The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as described in Section 5 or 6 of this Agreement. The Restricted Shares are also restricted in the sense that they may be forfeited to the Company (the “Forfeiture Restrictions”). You hereby agree that if the Restricted Shares are forfeited, as provided in Section 6, the Company shall have the right to deliver the Restricted Shares to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to the Company.

  • Forfeiture of Award 4.1 If the Award Recipient engages in grossly negligent conduct or intentional misconduct that either (i) requires the Company’s financial statements to be restated at any time beginning on the Date of Grant and ending on the third anniversary of the end of the final vesting date set forth in Section 1 or (ii) results in an increase of the value of the RSUs upon vesting, then the Committee, after considering the costs and benefits to the Company of doing so, may seek recovery for the benefit of the Company of the difference between the shares of Common Stock received upon vesting during the three-year period following such conduct and the shares of Common Stock that would have been received based on the restated financial statements or absent the increase described in part (ii) above (the “Excess Shares”). All determinations regarding the amount of the Excess Shares shall be made solely by the Committee in good faith. 4.2 The RSUs granted hereunder are also subject to any clawback policies the Company may adopt in order to conform to the requirements of Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any resulting rules issued by the SEC or national securities exchanges thereunder. 4.3 If the Committee determines that the Award Recipient owes any amount to the Company under Sections 4.1 or 4.2 above, the Award Recipient shall return to the Company the Excess Shares (or the shares recoverable under Section 4.2) acquired by the Award Recipient pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) or, if no longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities or other assets received by the Award Recipient upon the sale or transfer of such shares. The Award Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law, deduct such amount owed from any amounts the Company owes the Award Recipient from time to time for any reason (including without limitation amounts owed to the Award Recipient as salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay). Whether or not the Company elects to make any such set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient hereby agrees to pay immediately the unpaid balance to the Company.

  • Options Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Award Subject to Plan By entering into this Award Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Award is subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

  • Expiration of Restrictions and Risk of Forfeiture Unless otherwise provided in Section 7 below, the restrictions on the Restricted Stock Units granted pursuant to this Agreement, including the Forfeiture Restrictions, will expire on September 30, 2014, and shares of Stock that are nonforfeitable and transferable will be issued to you in payment of your vested Restricted Stock Units as set forth in Section 5, provided that you remain in the continuous employ of, or a service provider to, the Company or its Subsidiaries until September 30, 2014.