Expiration of Restrictions and Risk of Forfeiture Contract Clauses (65)
Grouped Into 7 Collections of Similar Clauses From Business Contracts
This page contains Expiration of Restrictions and Risk of Forfeiture clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Expiration of Restrictions and Risk of Forfeiture. The restrictions and risk of forfeiture for the Restricted Stock will expire as of the vesting dates set forth in this Section 4, provided that (a) Awardee serves as a Director of the Company continuously from the Grant Date through the applicable vesting date, and (b) the restrictions and risk of forfeiture have not previously expired pursuant to this Agreement. Percentage of Shares Vesting Vest Date 25% ___________, 20___ 25% ___________, 20___ 25% ___________, 20___ 25% ___________, 20___ TER...MINATION OF AWARD 5. Termination of Service on the Board. (a) Termination of Service Due to Death or Disability. If an Awardee's service on the Board terminates by reason of death or Disability, the restrictions and risk of forfeiture with respect to the Restricted Stock which have not expired shall immediately lapse and all shares of the Restricted Stock shall be deemed fully vested and nonforfeitable. (b) Termination of Service Due to Retirement. If an Awardee's service on the Board terminates by reason of the Awardee reaching the mandatory retirement age for members of the Board ("Retirement"), the restrictions and risk of forfeiture with respect to the Restricted Stock which have not expired shall immediately lapse and all shares of the Restricted Stock shall be deemed fully vested and nonforfeitable. (c) Termination of Service Other Than Due to Death, Disability or Retirement. If an Awardee's service on the Board terminates for a reason other than death, Disability or Retirement, the shares of Restricted Stock for which the restrictions and risk of forfeiture have not expired as of the date of termination shall be immediately forfeited without further action by the Company; provided, however, that the portion, if any, of those shares of Restricted Stock for which the restrictions and risk of forfeiture have expired as of the date of such termination shall not be forfeited.View More
Expiration of Restrictions and Risk of Forfeiture. The restrictions and risk of forfeiture for the Restricted Stock will expire as of the vesting dates set forth in this Section 4, provided that (a) Awardee serves as a Director of the Company continuously from the Grant Date through the applicable vesting date, and (b) the restrictions and risk of forfeiture have not previously expired and the Restricted Stock has not been forfeited pursuant to this Agreement. Percentage of Shares Vesting Vest Date 25% ___________, 20___ 25% ___________, 20___ 2...5% ___________, 20___ 25% ___________, 20___ TERMINATION OF AWARD 5. Termination of Service on the Board. Employment. (a) Termination of Service Employment Due to Death or Disability. If an Awardee's service on employment with the Board Company or any of its Subsidiaries or Affiliates terminates by reason of death or Disability, the restrictions and risk of forfeiture with respect to the Restricted Stock which have not expired shall immediately lapse and all shares of the Restricted Stock shall be deemed fully vested and nonforfeitable. (b) Termination of Service Due to Retirement. If an Awardee's service on the Board terminates by reason of the Awardee reaching the mandatory retirement age for members of the Board ("Retirement"), the restrictions and risk of forfeiture with respect to the Restricted Stock which have not expired shall immediately lapse and all shares of the Restricted Stock shall be deemed fully vested and nonforfeitable. (c) Termination of Service Employment Other Than Due to Death, Disability Death or Retirement. Disability. If an Awardee's service on employment with the Board Company or any of its Subsidiaries or Affiliates terminates for a reason other than death, Disability death or Retirement, Disability, the shares of Restricted Stock for which the restrictions and risk of forfeiture have not expired as of the date of termination shall be immediately forfeited without further action by the Company; provided, however, that the portion, if any, of those shares of Restricted Stock for which the restrictions and risk of forfeiture have expired as of the date of such termination shall not be forfeited. View More
Expiration of Restrictions and Risk of Forfeiture. The restrictions on the RSUs granted pursuant to this Agreement will expire and the RSUs will become nonforfeitable as set forth in the Notice of Grant, provided that you remain an employee of the Company and its Subsidiaries until the applicable dates and times set forth therein. RSUs that have become vested and non-forfeitable as provided in this Agreement are referred to herein as "Vested." 6. Termination of Employment. (a) Termination Generally. Subject to subsections (b), (c), (d) and (e) b...elow, if your employment relationship with the Company and its Subsidiaries is terminated for any reason, then those RSUs that have not become Vested as of the date of termination shall become null and void and those RSUs shall be forfeited to the Company. The RSUs that are Vested as of the date of such termination shall not be forfeited to the Company and will be settled in accordance with Section 8. (b) Death or Disability. In the event of termination of your employment due to your (i) death or (ii) total and permanent disability, as determined by the Committee in its sole discretion, in either case, before all of the RSUs granted pursuant to this Agreement have become Vested, you will forfeit a number of RSUs equal to the number of RSUs specified in the Notice of Grant times the percentage that (A) the number of days beginning on the day on which the termination due to death or disability occurs and ending on the last day of the Service Period, (B) bears to the total number of days in the Service Period, and any remaining RSUs that are not vested will become Vested; provided, however, that any fractional RSUs will become null and void and automatically forfeited. (c) Retirement. In the event of termination of your employment with the Company and its Subsidiaries due to your Retirement before all of the RSUs have become Vested, the RSUs granted pursuant to this Agreement that have not become Vested as of such date of termination shall become Vested on such date of termination. (d) Special Involuntary Termination. In the event of a Special Involuntary Termination, all of the RSUs granted pursuant to this Agreement will become Vested. (e) Effect of Employment Agreement. Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 6 and any employment, change in control, or similar agreement entered into by and between you and the Company (or any Subsidiary), the terms of the employment, change in control or similar agreement shall control, subject to compliance with Section 409A of the Code.7. Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of the Company (or a Subsidiary), provided that rights to the RSUs during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.8. Issuance of Stock. Shares shall be issued to you in settlement of your Vested RSUs within 30 days following the date upon which such RSUs become Vested in accordance with the Agreement. At the time of settlement, the Company shall cause to be issued Shares registered in your name in payment of the Award. The Company shall evidence the Shares to be issued in payment of the RSUs in the manner it deems appropriate. The value of any fractional RSU shall be rounded down at the time Shares are issued to you. No fractional Shares, nor the cash value of any fractional Shares, will be issuable or payable to you pursuant to this Agreement. The value of Shares shall not bear any interest owing to the passage of time. Neither this Section 8 nor any action taken pursuant to or in accordance with this Section 8 shall be construed to create a trust or a funded or secured obligation of any kind.View More
Expiration of Restrictions and Risk of Forfeiture. The restrictions on the RSUs granted pursuant to this Agreement will expire and the RSUs will become nonforfeitable as set forth in the Notice of Grant, provided that you remain an employee of the Company and or its Subsidiaries Affiliates until the applicable dates and times set forth therein. RSUs that have become vested and non-forfeitable as provided in this Agreement are referred to herein as "Vested." 6. Termination of Employment. (a) Termination Generally. Subject to subsections (b), (c),... (d) and (e) below, if your employment relationship with the Company and its Subsidiaries is terminated for any reason, then those RSUs that have not become Vested as of the date of termination shall become null and void and those RSUs shall be forfeited to the Company. The RSUs that are Vested as of the date of such termination shall not be forfeited to the Company and will be settled in accordance with Section 8. (b) Death or Disability. In the event of termination of your employment due to your (i) death or (ii) total and permanent disability, as determined by the Committee in its sole discretion, in either case, before all of the RSUs granted pursuant to this Agreement have become Vested, you will forfeit a number of RSUs equal to the number of RSUs specified in the Notice of Grant times the percentage that (A) the number of days beginning on the day on which the termination due to death or disability occurs and ending on the last day of the Service Period, (B) bears to the total number of days in the Service Period, and any remaining RSUs that are not vested will become Vested; provided, however, that any fractional RSUs will become null and void and automatically forfeited. (c) Retirement. In the event of termination of your employment with the Company and its Subsidiaries due to your Retirement before all of the RSUs have become Vested, the RSUs granted pursuant to this Agreement that have not become Vested as of such date of termination shall become Vested on such date of termination. (d) Special Involuntary Termination. In the event of a Special Involuntary Termination, all of the RSUs granted pursuant to this Agreement will become Vested. (e) Effect of Employment Agreement. Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 6 and any employment, change in control, or similar agreement entered into by and between you and the Company (or any Subsidiary), the terms of the employment, change in control or similar agreement shall control, subject to compliance with Section 409A of the Code.7. Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of the Company (or a Subsidiary), provided that rights to the RSUs during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.8. Issuance of Stock. Shares shall be issued to you in settlement of your RSUs to the extent your Award is Vested RSUs within 30 days following the date upon which such RSUs or event that caused the Award to become Vested in accordance with the Agreement. Vested. At the time of settlement, the Company shall cause to be issued Shares registered in your name in payment of the Award. The Company shall evidence the Shares Stock to be issued in payment of the RSUs in the manner it deems appropriate. The value of any fractional RSU shall be rounded down at the time Shares are issued to you. No fractional Shares, nor the cash value of any fractional Shares, will be issuable or payable to you pursuant to this Agreement. The value of Shares shall not bear any interest owing to the passage of time. Neither this Section 8 6 nor any action taken pursuant to or in accordance with this Section 8 6 shall be construed to create a trust or a funded or secured obligation of any kind. View More
Expiration of Restrictions and Risk of Forfeiture. The restrictions on the Restricted Stock Units, including the Forfeiture Restrictions, will expire as set forth in the table below, 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 this Section 5, provided that you remain in the employ of the Company or its Subsidiaries until the applicable dates set forth below:Percentage of Restricted Stock Units to VestVesting Date 6. Termination of Services. (a...) Termination Generally. Subject to subsection (c), if your service relationship with the Company or any of its Subsidiaries is terminated for any reason, then those Restricted Stock Units for which the restrictions have not lapsed as of the date of termination shall become null and void and those Restricted Stock Units shall be forfeited to the Company. The Restricted Stock Units for which the restrictions have lapsed as of the date of such termination, including Restricted Stock Units for which the restrictions lapsed in connection with such termination, shall not be forfeited to the Company and shall be settled as set forth in Section 5. Notwithstanding the foregoing, the Committee may, in its discretion, provide for accelerated vesting or otherwise permit continued vesting of all, or any portion of, the Restricted Stock Units granted under this Agreement upon your termination of employment with the Company to the extent it deems it in the best interests of the Company and such acceleration or extension of vesting does not violate the Nonqualified Deferred Compensation Rules defined below. (b) Corporate Change. As permitted under Section 13.5 of the Plan, in the event that a Corporate Change occurs prior to the Restricted Stock Units granted under this Agreement becoming fully vested, the accelerated vesting provided in Section 13.5 shall not apply to the Restricted Stock Units granted under this Agreement and such Restricted Stock Units shall continue to vest under the terms of the Plan and this Agreement, subject to Section 13.6 of the Plan, the Trecora Resources Change in Control Severance Plan or any employment agreement between you and the Company which specifically addresses the vesting of equity awards held by you in the event of a Corporate Change. (c) Effect of Employment Agreement. Notwithstanding any provision herein to the contrary, in the event of any inconsistency between Section 5 or this Section 6, on the one hand, and any employment agreement entered into by and between you and the Company or its Subsidiaries, whether entered into before or after the date of this Agreement, on the other hand, the terms of the employment agreement shall control.7. Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services for, the Company, provided that rights to the Restricted Stock Units during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.8. Payment of Taxes. The Company may require you to pay to the Company (or the Company's Subsidiary if you are an employee of a Subsidiary of the Company), an amount the Company deems necessary to satisfy its (or its Subsidiary's) current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. Unless you make other arrangements with the Company prior to the applicable withholding date, the Restricted Stock Units will be net settled to withhold applicable taxes.View More
Expiration of Restrictions and Risk of Forfeiture. The restrictions on the Restricted Stock Units, Units granted pursuant to this Agreement, including the Forfeiture Restrictions, will expire as set forth in the table below, and shares below. Except to the extent provided in Sections 5 or 10 of Stock that are nonforfeitable and transferable will be issued to you in payment this Agreement, settlement of your vested Restricted Stock Units will occur as set forth in this Section 5, provided that you remain in the employ of of, or a service provider... to, the Company or its Subsidiaries until the applicable dates set forth below:Percentage below. Vesting Date Percentage of Restricted Stock Units to VestVesting Awardto Vest on Vesting Date 6. One year anniversary of Date of Grant 1/3 Two year anniversary of Date of Grant 1/3 Three year anniversary of Date of Grant 1/3 7. Termination of Services. Services or Change of Control. (a) Termination Generally. Subject to subsection (b) or (c), if your service relationship with the Company or any of its Subsidiaries is terminated for any reason, then those Restricted Stock Units for which the restrictions have not lapsed as of the date of termination shall become null and void and those Restricted Stock Units shall be forfeited to the Company. forfeited. The Restricted Stock Units for which the restrictions have lapsed as of the date of such termination, including Restricted Stock Units for which the restrictions lapsed in connection with such termination, shall not be forfeited to the Company and shall be settled as set forth in Section 5. Notwithstanding the foregoing, the Committee may, in its discretion, provide for accelerated vesting or otherwise permit continued vesting For purposes of all, or any portion of, the Restricted Stock Units granted under this Agreement upon your Agreement, you shall not be deemed to have a termination of employment with unless such a termination also meets the Company to the extent it deems it in the best interests requirements of the Company and such acceleration or extension of vesting does not violate a "separation from service" as defined within the Nonqualified Deferred Compensation Rules defined below. Rules. (b) Corporate Change. As permitted under Change of Control. Upon the occurrence of a Change of Control, the provisions of Section 13.5 of the Plan, in the event that a Corporate Change occurs prior to the Restricted Stock Units granted under this Agreement becoming fully vested, the accelerated vesting provided in Section 13.5 shall not apply to the Restricted Stock Units granted under this Agreement and such Restricted Stock Units shall continue to vest under the terms 6(j)(ix) of the Plan and this Agreement, subject to Section 13.6 of the Plan, the Trecora Resources Change in Control Severance Plan or any employment agreement between you and the Company which specifically addresses the vesting of equity awards held by you in the event of a Corporate Change. will apply. (c) Effect of Employment Other Agreement. Notwithstanding any provision herein to the contrary, in the event of any inconsistency between Section 5 or this Section 6, on the one hand, 7 and any employment agreement agreement, change in control or severance arrangement entered into by and between you and the Company or its Subsidiaries, whether entered into before or after the date of this Agreement, on the other hand, the terms of the employment such an agreement shall control.7. Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services for, the Company, provided that rights to the Restricted Stock Units during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.8. Payment of Taxes. The Company may require you to pay to the Company (or the Company's Subsidiary if you are an employee of a Subsidiary of the Company), an amount the Company deems necessary to satisfy its (or its Subsidiary's) current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. Unless you make other arrangements with the Company prior to the applicable withholding date, the Restricted Stock Units will be net settled to withhold applicable taxes. control. View More
Expiration of Restrictions and Risk of Forfeiture. (a) Vesting Requirements. Subject to the terms and conditions of this Agreement and the Plan, the Forfeiture Restrictions on the Performance Share Units will lapse and the Performance Share Units will vest, if at all, in accordance with and at the conclusion of the performance period set forth in Appendix A attached hereto (the "Vesting Date"). Shares of Common Stock that are nonforfeitable and transferable will be issued to you in payment of your vested Performance Share Units as set forth in S...ection 5, provided that you are continuously employed by or providing services to the Company or any of its Subsidiaries from the Date of Grant through the Vesting Date. For purposes of this Agreement, "employed by or providing services to the Company or any of its Subsidiaries," "service relationship with the Company or any of its Subsidiaries" and similar phrases shall include being an employee or a director of, or a consultant to, the Company or a Subsidiary and, following a spin-off of any Subsidiary of the Company (a "Spin-Off")as a separate, publicly traded company ("SpinCo"), being an employee or a director of, or a consultant to, SpinCo or its Subsidiaries. (b) Adjustments to Performance Share Units Following Performance Period. Immediately following the Committee's certification of the satisfaction of the applicable performance goals set forth in Appendix A attached hereto, and the applicable level of achievement attained in connection therewith, the number of Performance Share Units as determined in accordance with Appendix A (and the corresponding number of shares of Common Stock to be issued to you in settlement of such Performance Share Units) shall be determined based upon the achievement of the applicable performance goals, taking into account the Target Number and the Maximum Number of Performance Share Units provided above. (c) Adjustments in Connection with a Spin-Off. In the event that a Spin-Off occurs prior to the Vesting Date, the Committee may adjust the performance goals set forth in Appendix A, including the performance period or the peer group companies specified therein, as the Committee may deem appropriate to reflect the impact of the Spin-Off on the Award; provided, however, that with respect to any Award that is intended to constitute performance-based compensation pursuant to Section 162(m) of the Code, adjustments to reflect the Spin-Off shall only be made to the extent they are permitted pursuant to Section 162(m) of the Code and the regulations promulgated thereunder.View More
Expiration of Restrictions and Risk of Forfeiture. (a) Vesting Requirements. Subject to the terms and conditions of this Agreement and the Plan, the Forfeiture Restrictions on the Performance Share Units will lapse and the Performance Share Units will vest, if at all, in accordance with and at the conclusion of the performance period set forth in Appendix A attached hereto (the "Vesting Date"). Shares of Common Stock that are nonforfeitable and transferable will be issued to you in payment of your vested Performance Share Units as set forth in S...ection 5, provided that you are continuously employed by or providing services to the Company or any of its Subsidiaries from the Date of Grant through the Vesting Date. For purposes of this Agreement, "employed by or providing services to the Company or any of its Subsidiaries," "service relationship with the Company or any of its Subsidiaries" and similar phrases shall include being an employee or a director of, or a consultant to, the Company or a Subsidiary and, following a spin-off of any Subsidiary of the Company (a "Spin-Off")as a separate, publicly traded company ("SpinCo"), being an employee or a director of, or a consultant to, SpinCo or its Subsidiaries. (b) Adjustments to Performance Share Units Following Performance Period. Immediately following the Committee's certification of the satisfaction of the applicable performance goals set forth in Appendix A attached hereto, and the applicable level of achievement attained in connection therewith, the number of Performance Share Units as determined in accordance with Appendix A (and the corresponding number of shares of Common Stock to be issued to you in settlement of such Performance Share Units) shall be determined based upon the achievement of the applicable performance goals, taking into account the Target Number and the Maximum Number of Performance Share Units provided above. (c) Adjustments in Connection with a Spin-Off. In the event that a Spin-Off occurs prior to the Vesting Date, the Committee may adjust the performance goals set forth in Appendix A, including the performance period or the peer group companies specified therein, as the Committee may deem appropriate to reflect the impact of the Spin-Off on the Award; provided, however, that with respect to any Award that is intended to constitute performance-based compensation pursuant to Section 162(m) of the Code, adjustments to reflect the Spin-Off shall only be made to the extent they are permitted pursuant to Section 162(m) of the Code and the regulations promulgated thereunder.View More
Expiration of Restrictions and Risk of Forfeiture. The restrictions on the Restricted Stock Units granted pursuant to this Agreement, including the Forfeiture Restrictions, will expire as set forth in the Notice of Grant 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 4, provided that you remain in the employ of, or a service provider to, the Company or its Subsidiaries until the applicable dates set forth in the Notice of Grant.
Expiration of Restrictions and Risk of Forfeiture. The restrictions on the Restricted Stock Units granted pursuant to this Agreement, including the Forfeiture Restrictions, will expire as set forth in the Notice of Grant and shares of Stock that are nonforfeitable and transferable transferable, except to the extent provided in Section 11 of this Agreement, will be issued to you in payment of your vested Restricted Stock Units as set forth in Section 4, 5, provided that you remain in the employ of, or a service provider to, the Company or its Sub...sidiaries until the applicable dates set forth in the Notice of Grant. View More
Expiration of Restrictions and Risk of Forfeiture. The restrictions and risk of forfeiture for the Restricted Stock will expire as of the vesting dates set forth in this Section 4, provided that (a) Awardee serves as a Director of the Company continuously from the Grant Date through the applicable vesting date, and (b) the restrictions and risk of forfeiture have not previously expired pursuant to this Agreement. Percentage of Shares Vesting Vest Date 331/3% , 20 331/3% , 20 331/3% , 20 TERMINATION OF AWARD 5. Termination of Service on the Board.... (a) Termination of Service Due to Death or Disability. If an Awardee's service on the Board terminates by reason of death or Disability, the restrictions and risk of forfeiture with respect to the Restricted Stock which have not expired shall immediately lapse and all shares of the Restricted Stock shall be deemed fully vested and nonforfeitable. (b) Termination of Service Due to Retirement. If an Awardee's service on the Board terminates by reason of the Awardee reaching the mandatory retirement age for members of the Board ("Retirement"), the restrictions and risk of forfeiture with respect to the Restricted Stock which have not expired shall immediately lapse and all shares of the Restricted Stock shall be deemed fully vested and nonforfeitable. (c) Termination of Service Other Than Due to Death, Disability or Retirement. If an Awardee's service on the Board terminates for a reason other than death, Disability or Retirement, the shares of Restricted Stock for which the restrictions and risk of forfeiture have not expired as of the date of termination shall be immediately forfeited without further action by the Company; provided, however, that the portion, if any, of those shares of Restricted Stock for which the restrictions and risk of forfeiture have expired as of the date of such termination shall not be forfeited.View More
Expiration of Restrictions and Risk of Forfeiture. The restrictions and risk of forfeiture for the Restricted Stock will expire as and Awardee shall become 100% vested in the Restricted Stock on the first anniversary of the vesting dates set forth in this Section 4, Grant Date, provided that (a) Awardee serves as a Director of the Company continuously from the Grant Date through the applicable vesting date, and (b) the restrictions and risk of forfeiture have not previously expired pursuant to this Agreement. Percentage of Shares Vesting Vest Da...te 331/3% , 20 331/3% , 20 331/3% , 20 TERMINATION OF AWARD 5. Termination of Service on the Board. (a) Termination of Service Due to Death or Disability. If an Awardee's service on the Board terminates by reason of death or Disability, the restrictions and risk of forfeiture with respect to the Restricted Stock which have not expired shall immediately lapse and all shares of the Restricted Stock shall be deemed fully vested and nonforfeitable. (b) Termination of Service Due to Retirement. If an Awardee's service on the Board terminates by reason of the Awardee reaching the mandatory retirement age for members of the Board ("Retirement"), the restrictions and risk of forfeiture with respect to the Restricted Stock which have not expired shall immediately lapse and all shares of the Restricted Stock shall be deemed fully vested and nonforfeitable. (c) Termination of Service Other Than Due to Death, Disability or Retirement. If an Awardee's service on the Board terminates for a reason other than death, Disability or Retirement, the shares of Restricted Stock for which the restrictions and risk of forfeiture have not expired as of the date of termination shall be immediately forfeited without further action by the Company; provided, however, that the portion, if any, of those shares of Restricted Stock for which the restrictions and risk of forfeiture have expired as of the date of such termination shall not be forfeited. Company. View More
Expiration of Restrictions and Risk of Forfeiture. The restrictions on the Restricted Shares granted pursuant to this Agreement of this Agreement will expire and the Restricted Shares will become transferable, except to the extent provided in Section 14 of this Agreement, and nonforfeitable as set forth in the Notice of Grant, provided that you remain in the employ of, or a service provider to, the Company or its Subsidiaries until the applicable dates set forth therein.
Expiration of Restrictions and Risk of Forfeiture. The restrictions on the Restricted Shares granted pursuant to this Agreement of this Agreement will expire and the Restricted Shares will become transferable, except to the extent provided in Section 14 Sections 10 and 11 of this Agreement, and nonforfeitable as set forth in the Notice of Grant, provided that you remain in the employ of, or a service provider to, the Company or its Subsidiaries until the applicable dates set forth therein.