Other Terms and Conditions Contract Clauses (95)

Grouped Into 3 Collections of Similar Clauses From Business Contracts

This page contains Other Terms and Conditions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Other Terms and Conditions. All provisions of this Award concern whole shares of Stock. If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share. (b) Not an Employment or Service Agreement. This Award is not an employment agreement, and this Award shall not be, and no provision of this Award shall be construed or interpreted to create any right of Participant to continue employment with or provide Services to the Company or any of its ...Affiliates. (c) Independent Tax Advice and Acknowledgments. Participant has been advised and Participant hereby acknowledges that he or she has been advised to obtain independent legal and tax advice regarding this Award, the grant of the Restricted Stock and the disposition of such shares, including, without limitation, the election available under Section 83(b) of the Internal Revenue Code. (d) Acknowledgment That Award Is Subject to Plan. This Award is subject to the Plan and to all terms and conditions of the Plan, including, without limitation, adjustments without the Participant's consent under Sections 4.2 and 25 of the Plan. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions of the Plan and this Award. (e) Voting and Dividend Rights. Participant shall have all voting and dividend rights with respect to the shares of Restricted Stock. 2 (f) Taxes. In accordance with Section 10 of the Plan, the Restricted Stock granted hereunder will be subject to all applicable federal, state and local taxes domestic and foreign taxes and withholding requirements. The Committee in its discretion has determined that, with respect to tax withholding required in a taxable event for this Award, the Participant may elect to satisfy the withholding requirement, in whole or in part, by having the Company withhold shares of Stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction or such other amount as permitted by the Plan. In the absence of any IRS or other applicable guidance, the date the tax is to be determined shall be deemed to be the date of receipt of income arising from such taxable event. All such elections shall be made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its discretion, deems appropriate. Any fraction of a share required to satisfy such obligation shall be disregarded and the amount due shall instead be paid in cash by the Participant. (g) Entire Agreement. This Award together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Award. Each party to this Award acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Award or the Plan and that any agreement, statement or promise that is not contained in this Award or the Plan shall not be valid or binding or of any force or effect. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Award. PARTICIPANT: Signature: OMEGA PROTEIN CORPORATION By: Name: Title: 3 EX-10.2 3 ex10-2.htm EXHIBIT 10.2 ex10-2.htm Exhibit 10.2 OMEGA PROTEIN CORPORATION AWARD OF RESTRICTED STOCK UNDER 2015 LONG TERM INCENTIVE PLAN In this Award, Omega Protein Corporation (the "Company") grants to [_______] (the "Participant"), an Employee, Restricted Stock under the Omega Protein Corporation 2015 Long Term Incentive Plan (the "Plan") as of the Date of Grant written below. This Award of Restricted Stock is governed by the terms of this Award document and the Plan. All capitalized terms not defined in this Award shall have the meanings of such terms as provided in the Plan. View More Arrow
Found in OMEGA PROTEIN CORP contract
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Other Terms and Conditions. All provisions of this Award concern whole shares of Stock. If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share. share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more. (b) Not an Employment or Service Agreement. This Award is not an employment agreement, and this Award shall not be, and no provision of this Award shall be construed or interpreted to create any right of... Participant to continue as a Director or continue employment with or provide Services services to the Company or any of its Affiliates. (c) Independent Tax Advice and Acknowledgments. Participant has been advised and Participant hereby acknowledges that he or she has been advised to obtain independent legal and tax advice regarding this Award, the grant of the Restricted Stock and the disposition of such shares, including, without limitation, the election available under Section 83(b) of the Internal Revenue Code. (d) Acknowledgment That Award Is Subject to Plan. This Award is subject to the Plan and to all terms and conditions of the Plan, including, without limitation, adjustments without the Participant's consent under Sections 4.2 and 25 of the Plan. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions of the Plan and this Award. (e) Voting and Dividend Rights. (d) The Committee has determined in connection with this Award that in the event that a Section 83(b) election is not made, the Participant shall who is an Employee may elect to have all voting and dividend rights with respect to the Company withhold that number of shares of Restricted Stock. 2 (f) Taxes. In accordance with Section 10 Stock otherwise deliverable to the Participant when such shares become Vested or to deliver to the Company a number of shares of Stock, in each case, having a Fair Market Value on the Plan, date of Vesting equal to the minimum amount required to be withheld for taxes as a result of such exercise. The election must be made in writing and must be delivered to the Company prior to the date of Vesting. If the number of shares so determined shall include a fractional share, the Participant shall deliver cash in lieu of such fractional share. All elections shall be made in a form approved by the Committee and shall be subject to disapproval, in whole or in part by the Committee. The Restricted Stock granted hereunder will be subject to all applicable federal, state and local taxes domestic and foreign taxes and withholding requirements. The Committee in its discretion has determined that, with respect to tax requirements (including, without limitation, any withholding required in a taxable event for this Award, the Participant may elect to satisfy the withholding requirement, in whole or in part, under any other employee benefit plan maintained by having the Company withhold shares of Stock having or a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction or such other amount as permitted by the Plan. In the absence of any IRS or other applicable guidance, the date the tax is to be determined shall be deemed to be the date of receipt of income arising from such taxable event. All such elections shall be made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its discretion, deems appropriate. Any fraction of a share required to satisfy such obligation shall be disregarded and the amount due shall instead be paid in cash by the Participant. (g) Entire Agreement. This Award together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Award. Each party to this Award acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Award or the Plan and that any agreement, statement or promise that is not contained in this Award or the Plan shall not be valid or binding or of any force or effect. Company Affiliate). The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Award. PARTICIPANT: Joseph Israel Signature: OMEGA PROTEIN /s/ Joseph Israel Date: January 5, 2015 PAR PETROLEUM CORPORATION By: Name: Title: 3 /s/ Christopher Micklas Christopher Micklas Date: January 5, 2015 EX-10.2 3 ex10-2.htm EXHIBIT 10.2 ex10-2.htm 5 d848287dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 OMEGA PROTEIN Special Award (4-Year Vesting) PAR PETROLEUM CORPORATION AWARD OF RESTRICTED STOCK UNDER 2015 LONG TERM INCENTIVE PLAN (Special Award) In this Award, Omega Protein Par Petroleum Corporation (the "Company") grants to [_______] Joseph Israel (the "Participant"), a Director or an Employee, Restricted Stock under the Omega Protein Par Petroleum Corporation 2015 2012 Long Term Incentive Plan (the "Plan") as of the Date of Grant written below. ("Plan"). This Award of Restricted Stock is governed by the terms of this Award document and the Plan. All capitalized terms not defined in this Award shall have the meanings meaning of such terms as provided in the Plan. View More Arrow
Found in Par Pacific Holdings, Inc. contract
Other Terms and Conditions. All provisions of this Award concern whole shares of Stock. If The Participant may name a beneficiary or beneficiaries to receive any cash or Shares to be paid or settled after the application of any provision hereunder would yield Participant's death by completing a fractional share, such fractional share shall be rounded down Beneficiary Designation Form in the form and manner required by the Committee and communicated in writing to the next whole share. (b) Not an Employment or Service Agreem...ent. This Award Participant. The Beneficiary Designation Form does not need to be completed now and is not an employment agreement, and required to be completed as a condition of receiving this Award shall Award. However, if the Participant dies without completing a Beneficiary Designation Form or if the designation is ineffective for any reason, the Participant's beneficiary will be the Participant's surviving spouse or, if the Participant does not be, and no provision of this Award shall be construed or interpreted to create any right of Participant to continue employment with or provide Services to have a surviving spouse, the Participant's estate. (b)Tax Withholding. The Company or any of its Affiliates. (c) Independent Tax Advice and Acknowledgments. Participant has been advised and Participant hereby acknowledges that he or she has been advised to obtain independent legal and tax advice regarding this Award, the grant of the Restricted Stock and the disposition of such shares, including, without limitation, the election available under Section 83(b) of the Internal Revenue Code. (d) Acknowledgment That Award Is Subject to Plan. This Award is subject to the Plan and to all terms and conditions of the Plan, including, without limitation, adjustments without the Participant's consent under Sections 4.2 and 25 of the Plan. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions of the Plan and this Award. (e) Voting and Dividend Rights. Participant an Affiliate, as applicable, shall have all voting the power and dividend rights right to deduct, withhold or collect any amount required by law or regulation to be withheld with respect to the shares of Restricted Stock. 2 (f) Taxes. In accordance with Section 10 of the Plan, the Restricted Stock granted hereunder will be subject to all applicable federal, state and local taxes domestic and foreign taxes and withholding requirements. The Committee in its discretion has determined that, any taxable event arising with respect to tax withholding required this Award Agreement. To the extent permitted by the Committee, in a its sole discretion, this amount may be: (i) withheld from other amounts due to the Participant, (ii) withheld from the value of any Award being settled or any Shares transferred in connection with the exercise or settlement of an Award, (iii) withheld from the vested portion of any Award (including shares transferable thereunder), whether or not being exercised or settled at the time the taxable event for this Award, arises, or (iv) collected directly from the Participant. Subject to the approval of the Committee, the Participant may elect to satisfy the withholding requirement, in whole or in part, by having the Company or an Affiliate, as applicable, withhold shares of Stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which that could be imposed on the transaction or transaction; provided that such other amount as permitted by Shares would otherwise be distributable to the Plan. In Participant at the absence time of any IRS or other applicable guidance, the date withholding if such Shares are not otherwise distributable at the tax is time of the withholding, provided that the Participant has a vested right to be determined shall be deemed to be the date distribution of receipt of income arising from such taxable event. Shares at such time. All such elections shall be irrevocable and made in writing, signed by the Participant, writing and shall be subject to any restrictions or limitations terms and conditions that the Committee, in its sole discretion, deems appropriate. Any fraction of a share required to satisfy such obligation shall (c)Governing Law. This Award Agreement will be disregarded construed in accordance with and the amount due shall instead be paid in cash governed by the Participant. (g) Entire Agreement. laws (other than laws governing conflicts of laws) of the State of Ohio except to the extent that the Delaware General Corporation Law is mandatorily applicable. (d)Other Agreements. This Award together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect will be subject to the subject matter hereof and constitute the sole and only terms of any other written agreements between the parties with respect Participant and the Company to the said subject matter. All prior negotiations and extent that those other agreements between do not directly conflict with the parties with respect to the subject matter hereof are merged into this Award. Each party to this Award acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf terms of any party, which are not embodied in this Award or the Plan and that any agreement, statement or promise that is not contained in this Award or the Plan shall not be valid or binding or of any force or effect. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Award. PARTICIPANT: Signature: OMEGA PROTEIN CORPORATION By: Name: Title: 3 EX-10.2 3 ex10-2.htm EXHIBIT 10.2 ex10-2.htm Exhibit 10.2 OMEGA PROTEIN CORPORATION AWARD OF RESTRICTED STOCK UNDER 2015 LONG TERM INCENTIVE PLAN Award Agreement. (e)Award Subject to the Plan. This Award is subject to the terms and conditions described in this Award Agreement and the Plan, which is incorporated by reference into and made a part of this Award Agreement. In this Award, Omega Protein Corporation (the "Company") grants to [_______] (the "Participant"), an Employee, Restricted Stock under the Omega Protein Corporation 2015 Long Term Incentive Plan (the "Plan") as event of a conflict between the terms of the Date of Grant written below. This Award of Restricted Stock is governed by Plan and the terms of this Award document Agreement, the terms of the Plan will govern. The Committee has the sole responsibility of interpreting the Plan and this Award Agreement, and its determination of the Plan. All capitalized meaning of any provision in the Plan or this Award Agreement shall be binding on the participant. Capitalized terms that are not defined in this Award Agreement have the same meaning as in the Plan.(f)Rejection. The Participant may reject this Award Agreement and forfeit the Shares of Restricted Stock, RSUs and related DERs granted to the Participant pursuant to this Award Agreement by notifying the Company or its designee, in the manner prescribed by the Company and communicated to the Participant, within 30 days after the Grant Date. If this Agreement is rejected pursuant to this Section 10(f), the Shares of Restricted Stock, RSUs and related DERs evidenced by this Award Agreement shall be forfeited, and neither the Participant nor the Participant's heirs, executors, administrators and successors shall have the meanings of such terms as provided in the Plan. any rights with respect thereto. View More Arrow
Found in BOB EVANS FARMS INC contract
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Other Terms and Conditions. (a) Nontransferability. The shares of Restricted Stock are not transferable and are subject to a substantial risk of forfeiture until the shares of Restricted Stock are vested. (b) Stock Power. As a condition of accepting this award, you hereby assign and transfer the shares of Restricted Stock granted pursuant to this Agreement to the Company, and hereby appoints the Company as attorney to transfer said shares on its books. (c) Custody of Shares. The Company will retain custody of the shares of... Restricted Stock. (d) Shareholder Rights. You will have the right to vote the shares of Restricted Stock awarded under Paragraph 1, both vested and unvested. (e) Delivery of Shares. As soon as administratively feasible after the Vesting Date or after Restricted Shares have become vested due to the occurrence of an event described in Paragraph 4, the Company will deliver to you (or in the event of your death, your Beneficiary) the appropriate number of shares of Company Stock. The Company will also cancel the stock power covering such shares. If you have not designated a beneficiary, your spouse, if any, and if none your estate shall be the beneficiary. (f) Withholding of Taxes. No Company Stock will be delivered until you (or your beneficiary) has paid to the Company the amount that must be withheld under federal, state and local income and employment tax laws (the "Applicable Withholding Taxes") or you and the Company have made satisfactory arrangements for the payment of such taxes. Unless you make an alternative election, the Company will retain the number of shares of Restricted Stock (valued at their Fair Market Value) required to satisfy the Applicable Withholding Taxes. As an alternative to the Company retaining shares, you or your beneficiary may elect to (i) deliver shares of Company Stock (valued at their Fair Market Value) or (ii) make a cash payment to satisfy Applicable Withholding Taxes. Fair Market Value will be determined based on the closing price of Company Stock on the business day immediately preceding the date the Restricted Stock shares become vested. (g) Fractional Shares. Fractional shares of Company Stock will not be issued. 2 (h) No Right to Continued Employment. This Restricted Stock Award does not confer upon the Participant any right with respect to continuance of employment by the Company, nor shall it interfere in any way with the right of the Company to terminate the Participant's employment at any time. (i) Change in Capital Structure. The number and fair market value of shares of Restricted Stock awarded by this Agreement shall be automatically adjusted as provided in Section 13 of the Plan if the Company has a change in capital structure. (j) Governing Law. This Agreement shall be governed by the laws of the State of Delaware, other than its choice of law provisions. (k) Conflicts. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall govern. All references in this Agreement to the Plan shall mean the plan as in effect on the Date of Grant. (l) Participant Bound by Plan. By accepting this Agreement, Participant hereby acknowledges receipt of a copy of the Prospectus and Plan document and agrees to be bound by all the terms and provisions thereof. (m) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and any successors of the Company. STANLEY FURNITURE COMPANY, INC. ____________________________________ By: [Name] Its: [Title] 3 EX-10.22 3 exhibit10_22.htm EXHIBIT 10.22 EXHIBIT 10.22 Exhibit 10.22 [Date] [Name] [Address] Dear [Name]: Stanley Furniture Company, Inc. (the "Company") makes this restricted stock grant (the "Grant") to you pursuant to its 2012 Incentive Compensation Plan (the "Plan"). This Grant incorporates the terms of the Plan and in the case of any conflict between the Plan and this Grant, the terms of the Plan will control. View More Arrow
Found in HG Holdings, Inc. contract
Other Terms and Conditions. (a) Nontransferability. The shares of Restricted Stock are not transferable and are subject to a substantial risk of forfeiture until the shares of Restricted Stock are vested. (b) Stock Power. As a condition of accepting this award, you hereby assign and transfer the shares of Restricted Stock granted pursuant to this Agreement to the Company, and hereby appoints the Company as attorney to transfer said shares on its books. (c) Custody of Shares. The Company will retain custody of the shares of... Restricted Stock. (d) Shareholder Rights. You will have the right to vote the shares of Restricted Stock awarded under Paragraph 1, both vested and unvested. (e) Delivery of Shares. As soon as administratively feasible after the Vesting Date or after Restricted Shares have become vested due to the occurrence of an event described in Paragraph 4, the Company will deliver to you (or in the event of your death, your Beneficiary) the appropriate number of shares of Company Stock. The Company will also cancel the stock power covering such shares. If you have not designated a beneficiary, your spouse, if any, and if none your estate shall be the beneficiary. (f) Withholding of Taxes. No Company Stock will be delivered until you (or your beneficiary) has paid to the Company the amount that must be withheld under federal, state and local income and employment tax laws (the "Applicable Withholding Taxes") or you and the Company have made satisfactory arrangements for the payment of such taxes. Unless you make an alternative election, the Company will retain the number of shares of Restricted Stock (valued at their Fair Market Value) required to satisfy the Applicable Withholding Taxes. As an alternative to the Company retaining shares, you or your beneficiary may elect to (i) deliver shares of Company Stock (valued at their Fair Market Value) or (ii) make a cash payment to satisfy Applicable Withholding Taxes. Fair Market Value will be determined based on the closing price of Company Stock on the business day immediately preceding the date the Restricted Stock shares become vested. (g) Fractional Shares. Fractional shares of Company Stock will not be issued. 2 (h) No Right to Continued Employment. This Restricted Stock Award does not confer upon the Participant any right with respect to continuance of employment by the Company, nor shall it interfere in any way with the right of the Company to terminate the Participant's employment at any time. (i) (g) Change in Capital Structure. The number and fair market value of shares of Restricted Stock awarded by this Agreement shall be automatically adjusted as provided in Section 13 of the Plan if the Company has a change in capital structure. (j) (h) Governing Law. This Agreement shall be governed by the laws of the State of Delaware, other than its choice of law provisions. (k) (i) Conflicts. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall govern. All references in this Agreement to the Plan shall mean the plan as in effect on the Date of Grant. (l) 2 (j) Participant Bound by Plan. By accepting this Agreement, Participant hereby acknowledges receipt of a copy of the Prospectus and Plan document and agrees to be bound by all the terms and provisions thereof. (m) (k) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and any successors of the Company. STANLEY FURNITURE COMPANY, INC. ____________________________________ By: [Name] Its: [Title] 3 EX-10.22 3 exhibit10_22.htm EX-10.21 2 exhibit10_21.htm EXHIBIT 10.22 10.21 EXHIBIT 10.22 10.21 Exhibit 10.22 10.21 [Date] [Name] [Address] Dear [Name]: Stanley Furniture Company, Inc. (the "Company") makes this restricted stock grant (the "Grant") to you pursuant to its 2012 Incentive Compensation Plan (the "Plan"). This Grant incorporates the terms of the Plan and in the case of any conflict between the Plan and this Grant, the terms of the Plan will control. View More Arrow
Found in HG Holdings, Inc. contract
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Other Terms and Conditions. The Committee may impose such other terms and conditions, not inconsistent with the terms hereof, on the grant, vesting, exercise or settlement of Awards or issuance of Shares in connection therewith, as it deems advisable.
Found in Diplomat Pharmacy, Inc. contract
Other Terms and Conditions. The Committee may impose such other terms and conditions, not inconsistent with the terms hereof, on the grant, vesting, vesting or exercise or settlement of Awards or issuance of Shares in connection therewith, as it deems advisable.
Found in Agree Realty Corp contract
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