Grouped Into 10 Collections of Similar Clauses From Business Contracts
This page contains Restricted Shares clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Restricted Shares. If Counterparty is unable to comply with the covenant of Counterparty contained in Section 6 above or Dealer otherwise determines in its reasonable opinion that any Shares to be delivered to Dealer by Counterparty under any Transaction may not be freely returned by Dealer to securities lenders as described in the covenant of Counterparty contained in Section 6 above, then delivery of any such Settlement Shares (the "Unregistered Settlement Shares") shall be effected pursuant to Annex A hereto, u...nless waived by Dealer.View More
Restricted Shares. If Counterparty is unable to comply with the covenant of Counterparty contained in Section 6 above or Dealer otherwise determines in its reasonable opinion that any Shares to be delivered to Dealer by Counterparty under any Transaction may not be freely returned by Dealer to securities lenders as described in the covenant of Counterparty contained in Section 6 above, then delivery of any such Settlement Shares (the "Unregistered Settlement Shares") shall be effected pursuant to Annex A hereto, u...nless waived by Dealer. 24 13. Use of Shares. Dealer acknowledges and agrees that, except in the case of a Private Placement Settlement, Dealer shall use any Shares delivered by Counterparty to Dealer on any Settlement Date to return to securities lenders to close out borrowings created by Dealer in connection with Dealer's hedging activities related to exposure under the Transactions or otherwise in compliance with applicable law. View More
Restricted Shares. If Counterparty is unable to comply with the covenant of Counterparty contained in Section 6 6(a) above or Dealer otherwise determines in its reasonable opinion that any Shares to be delivered to Dealer by Counterparty under any Transaction may not be freely returned by Dealer to securities lenders as described in the covenant of Counterparty contained in Section 6 6(a) above, then delivery of any such Settlement Shares (the "Unregistered Settlement Shares") shall be effected pursuant to Annex A... hereto, unless waived by Dealer. View More
Restricted Shares. If Counterparty is unable to comply with the covenant of Counterparty contained in Section 6 above or Dealer otherwise determines in its reasonable opinion that any Shares to be delivered to Dealer by Counterparty under any Transaction may not be freely returned by Dealer to securities lenders as described in the covenant of Counterparty contained in Section 6 above, then delivery of any such Settlement Shares (the "Unregistered Settlement Shares") shall be effected pursuant to Annex A hereto, u...nless waived by Dealer. 30 13. Use of Shares. Dealer acknowledges and agrees that, except in the case of a Private Placement Settlement, Dealer shall use any Shares delivered by Counterparty to Dealer on any Settlement Date to return to securities lenders to close out borrowings created by Dealer in connection with Dealer's hedging activities related to exposure under the Transaction or otherwise in compliance with applicable law. View More
Restricted Shares. The Committee may also authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions: a. Each such grant or sale shall constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights (unless othe...rwise determined by the Committee), but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to. b. Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than Market Value per Share at the Date of Grant. c. Each such grant or sale shall provide that the Restricted Shares covered by such grant or sale shall be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee at the Date of Grant and may provide for the earlier lapse of such substantial risk of forfeiture in the event of a Change in Control, retirement, or death or Disability of the Participant or other similar transaction or event as approved by the Committee; provided that in no event will such substantial risk of forfeiture lapse early solely as the result of a Change in Control. d. Each such grant or sale shall provide that during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Committee at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee). e. Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such shares. Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Shares on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. f. Any such grant or sale of Restricted Shares may require that any or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and reinvested in additional Restricted Shares, which may be subject to the same restrictions as the underlying award. g. Each grant or sale of Restricted Shares shall be evidenced by an Evidence of Award, which shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Committee may approve. Unless otherwise directed by the Committee, all certificates representing Restricted Shares shall be held in custody by the Company until all restrictions thereon shall have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such Shares.View More
Restricted Shares. The Committee may, from time to time and upon such terms and conditions as it may also determine, authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and shall will be subject to all of the limitations, requirements, contained in the following provisions: a. (a) Each such grant or sale shall will constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performa...nce of services, entitling such Participant to voting, dividend and other ownership rights (unless otherwise determined by the Committee), (subject in particular to Section 6(g) of this Plan), but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to. b. described. 8 (b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share at on the Date of Grant. c. (c) Each such grant or sale shall will provide that the Restricted Shares covered by such grant or sale shall will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee at on the Date of Grant and may provide for the earlier lapse or until achievement of such substantial risk Management Objectives referred to in Section 6(e) of forfeiture in the event of a Change in Control, retirement, or death or Disability of the Participant or other similar transaction or event as approved by the Committee; provided that in no event will such substantial risk of forfeiture lapse early solely as the result of a Change in Control. d. this Plan. (d) Each such grant or sale shall will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall will be prohibited or restricted in the manner and to the extent prescribed by the Committee at on the Date of Grant (which restrictions may include, without limitation, include rights of repurchase or first refusal in of the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of while held by any transferee). e. (e) Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result regarding the vesting of such Restricted Shares. (f) Notwithstanding anything to the contrary contained in termination this Plan, Restricted Shares may provide for continued vesting or early the earlier vesting of such Restricted Shares, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the restrictions applicable to such shares. Each grant may specify event of a Change in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Shares on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. f. Control. (g) Any such grant or sale of Restricted Shares may require that any or and all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and and/or reinvested in additional Restricted Shares, which may will be subject to the same restrictions as the underlying award. g. For the avoidance of doubt, any such dividends or other distributions on Restricted Shares will be deferred until, and paid contingent upon, the vesting of such Restricted Shares. (h) Each grant or sale of Restricted Shares shall will be evidenced by an Evidence of Award, which shall Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan and applicable sections of the Code, Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Shares shall will be held in custody by the Company until all restrictions thereon shall will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Shares will be held at the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares. View More
Restricted Shares. The Committee may also authorize the grant or sale grants to Participants of Restricted Shares to Participants. Each upon such grant or sale terms and conditions as the Committee may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained determine in accordance with the following provisions: a. 7.1 Transfer of Shares. Each such grant or sale shall constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of... the performance of services, entitling such Participant to voting, dividend and other ownership rights (unless otherwise determined by the Committee), but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to. b. Each such 7.2 Consideration. To the extent permitted by Delaware law, each grant or sale may be made without additional consideration from the Participant or in consideration of a payment by such the Participant that is less than the Fair Market Value per Share at on the Date Grant Date. 7.3 Substantial Risk of Grant. c. Forfeiture. Each such grant or sale shall provide that the Restricted Shares covered by such grant or sale thereby shall be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee at on the Date of Grant Date, and any grant or sale may provide for the earlier lapse termination of such substantial risk of forfeiture in the event of a Change in Control, retirement, or death or Disability termination of the Participant or other similar transaction or event as approved by the Committee; provided that in no event will such substantial risk of forfeiture lapse early solely as the result of a Change in Control. d. Each such grant or sale shall provide that during employment. 7.4 Dividend, Voting and Other Ownership Rights. During the period for which such a substantial risk of forfeiture is to continue, the transferability Participant shall not have any right to transfer any rights under the subject Award but the Participant shall have voting and other ownership rights (except for any rights to a liquidating distribution). The Committee may on or after the Grant Date authorize the payment of the dividend equivalents on such Restricted Shares shall be prohibited in cash or restricted in the manner and securities (including securities of another issuer) on a current, deferred or contingent basis with respect to the extent prescribed by the Committee at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee). e. Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such shares. Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Shares on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. f. Any such grant or sale of Restricted Shares may require that any or all dividends or other distributions paid thereon during by the period of such restrictions be automatically deferred and reinvested Company. Unless otherwise provided by the Committee, any dividend equivalents paid or adjustments made respect to dividends or other distributions paid in additional Restricted Shares, which may Shares shall be subject to the same restrictions as the underlying award. g. Award. 7.5 Performance-Based Restricted Shares. Any grant or the vesting thereof may be further conditioned upon the attainment of Performance Goals established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Share Awards and, if any such Award is intended to be a Performance-Based Award, in accordance with the provisions of Section 14. 7.6 Award Agreement; Certificates. Each grant or sale of Restricted Shares shall be evidenced by an Evidence of Award, which shall contain Award Agreement containing such terms and provisions, consistent with this Plan and applicable sections of the Code, provisions as the Committee may approve. determine consistent with the Plan. Unless otherwise directed by the Committee, all certificates representing Restricted Shares Shares, together with a stock power that shall be endorsed in 8 blank by the Participant with respect to such Shares, shall be held in custody by the Company until all restrictions thereon shall have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such Shares. lapse. View More
Restricted Shares. The Committee may also authorize the grant or sale grants to Participants of Restricted Shares to Participants. Each upon such grant or sale terms and conditions as the Committee may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained determine in accordance with the following provisions: a. 7.1 Transfer of Shares. Each such grant or sale shall constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of... the performance of services, entitling such Participant to voting, dividend and other ownership rights (unless otherwise determined by the Committee), but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to. b. Each such 7.2 Consideration. To the extent permitted by Delaware law, each grant or sale may be made without additional consideration from the Participant or in consideration of a payment by such the Participant that is less than the Fair Market Value per Share at on the Date Grant Date. 7.3 Substantial Risk of Grant. c. Forfeiture. Each such grant or sale shall provide that the Restricted Shares covered by such grant or sale thereby shall be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee at on the Date of Grant Date, and any grant or sale may provide for the earlier lapse termination of such substantial risk of forfeiture in the event of a Change in Control, retirement, or death or Disability termination of the Participant or other similar transaction or event as approved by the Committee; provided that in no event will such substantial risk of forfeiture lapse early solely as the result of a Change in Control. d. Each such grant or sale shall provide that during employment. 7.4 Dividend, Voting and Other Ownership Rights. During the period for which such a substantial risk of forfeiture is to continue, the transferability Participant shall not have any right to transfer any rights under the subject Award but the Participant shall have voting and other ownership rights (except for any rights to a liquidating distribution). The Committee may on or after the Grant Date authorize the payment of the dividend equivalents on such Restricted Shares shall be prohibited in cash or restricted in the manner and securities (including securities of another issuer) on a current, deferred or contingent basis with respect to the extent prescribed by the Committee at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee). e. Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such shares. Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Shares on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. f. Any such grant or sale of Restricted Shares may require that any or all dividends or other distributions paid thereon during by the period of such restrictions be automatically deferred and reinvested Company. Unless otherwise provided by the Committee, any dividend equivalents paid or adjustments made respect to dividends or other distributions paid in additional Restricted Shares, which may Shares shall be subject to the same restrictions as the underlying award. g. Award. 7.5 Performance-Based Restricted Shares. Any grant or the vesting thereof may be further conditioned upon the attainment of Performance Goals established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Share Awards. 7.6 Award Agreement; Certificates. Each grant or sale of Restricted Shares shall be evidenced by an Evidence of Award, which shall contain Award Agreement containing such terms and provisions, consistent with this Plan and applicable sections of the Code, provisions as the Committee may approve. determine consistent with the Plan. Unless otherwise directed by the Committee, all certificates representing Restricted Shares Shares, together with a stock power that shall be endorsed in blank by the Participant with respect to such Shares, shall be held in custody by the Company until all restrictions thereon shall have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such Shares. lapse. View More
Restricted Shares. Subject to the terms and conditions of the Plan, Restricted Shares may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. a. Award Agreement. Each Restricted Shares Award shall be evidenced by an Award Agreement that shall specify the number of Restricted Shares, the restricted period(s) applicable to the Restricted Shares, the conditions upon which the restrictions on the Restricted Shares will l...apse and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. b. Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Shares as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted Share, restrictions based on the achievement of specific Performance Objectives, time-based restrictions or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Shares. Unless otherwise provided in the related Award Agreement or required by Applicable Law, the restrictions imposed on Restricted Shares shall lapse upon the expiration or termination of the applicable restricted period and the satisfaction of any other applicable terms and conditions. 9 c. Custody of Certificates. To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Restricted Shares in the Company's possession until such time as all terms, conditions and/or restrictions applicable to such Shares have been satisfied or lapse. d. Rights Associated with Restricted Shares during Restricted Period. During any restricted period applicable to Restricted Shares: (i) the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated; (ii) unless otherwise provided in the related Award Agreement, the Participant shall be entitled to exercise full voting rights associated with such Restricted Shares; and (iii) the Participant shall be entitled to all dividends and other distributions paid with respect to such Restricted Shares during the restricted period; provided, however, that any dividends or other distributions with respect to unvested Restricted Shares shall be accumulated or deemed reinvested in additional Restricted Shares until such Award is earned and vested, and shall be subject to the same terms and conditions as the original Award (including the satisfaction of service-based vesting conditions and the achievement of any Performance Objectives).View More
Restricted Shares. Subject to the terms and conditions of the Plan, Restricted Shares may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. a. (a) Award Agreement. Each Restricted Shares Award shall be evidenced by an Award Agreement that shall specify the number of Restricted Shares, the restricted period(s) applicable to the Restricted Shares, the conditions upon which the restrictions on the Restricted Shares wi...ll lapse and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. b. (b) Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Shares as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted Share, restrictions based on the achievement of specific Performance Objectives, time-based restrictions or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Shares. Unless otherwise provided in the related Award Agreement or required by Applicable Law, the restrictions imposed on Restricted Shares shall lapse upon the expiration or termination of the applicable restricted period and the satisfaction of any other applicable terms and conditions. 9 c. (c) Custody of Certificates. To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Restricted Shares in the Company's possession until such time as all terms, conditions and/or restrictions applicable to such Shares have been satisfied or lapse. d. (d) Rights Associated with Restricted Shares during Restricted Period. During any restricted period applicable to Restricted Shares: (i) the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated; (ii) unless otherwise provided in the related Award Agreement, the Participant shall be entitled to exercise full voting rights associated with such Restricted Shares; and (iii) the Participant shall be entitled to all dividends and other distributions paid with respect to such Restricted Shares during the restricted period; provided, however, period. The Award Agreement may require that receipt of any dividends or other distributions with respect to unvested the Restricted Shares shall be accumulated or deemed reinvested in additional Restricted Shares until such Award is earned and vested, and shall be subject to the same terms and conditions as the original Award (including Restricted Shares with respect to which they are paid. Notwithstanding the satisfaction of service-based vesting conditions and preceding sentence, dividends or other distributions with respect to Restricted Shares that vest based on the achievement of Performance Objectives shall be accumulated until such Award is earned, and the dividends or other distributions shall not be paid if the Performance Objectives are not satisfied. 11 9. Restricted Share Units. Subject to the terms and conditions of the Plan, Restricted Share Units may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. (a) Award Agreement. Each Restricted Share Unit shall be evidenced by an Award Agreement that shall specify the number of units, the restricted period(s) applicable to the Restricted Share Units, the conditions upon which the restrictions on the Restricted Share Units will lapse, the time and method of payment of the Restricted Share Units, and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. (b) Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Share Units as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted Share Unit, restrictions based on the achievement of specific Performance Objectives). Objectives or time-based restrictions or holding requirements. (c) Form of Settlement. Restricted Share Units may be settled in whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement. (d) Dividend Equivalents. Restricted Share Units may provide the Participant with dividend equivalents, on either a current or deferred or contingent basis, and either in cash or in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided that dividend equivalents with respect to Restricted Share Units that vest based on the achievement of Performance Objectives shall be accumulated until such Award is earned, and the dividend equivalents shall not be paid if the Performance Objectives are not satisfied. View More
Restricted Shares. Subject 8.1 Terms and Conditions. Grants of Restricted Shares shall be subject to the terms and conditions set forth in this Section 8 and any additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement. Restricted Shares may be granted alone or sold in addition to Participants in such number, and upon such any other Awards under the Plan. Subject to the terms and conditions, as shall be det...ermined by of the Plan, the Committee in its sole discretion. a. Award Agreement. Each Restricted Shares Award shall be evidenced by an Award Agreement that shall specify determine the number of Restricted Shares to be granted to a Participant and the Committee may provide or impose different terms and conditions on any particular Restricted Share grant made to any Participant. With respect to each Participant receiving an Award of Restricted Shares, there shall be issued a stock certificate (or certificates) in respect of such Restricted Shares. Such stock 4 certificate(s) shall be registered in the restricted period(s) name of such Participant, shall be accompanied by a stock power duly executed by such Participant, and shall bear, among other required legends, the following legend: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including, without limitation, forfeiture events) contained in the Marina Biotech, Inc. 2014 Long-Term Incentive Plan and an Award Agreement entered into between the registered owner hereof and Marina Biotech, Inc. Copies of such Plan and Award Agreement are on file in the office of the Secretary of Marina Biotech, Inc. Marina Biotech, Inc. will furnish to the recordholder of the certificate, without charge and upon written request at its principal place of business, a copy of such Plan and Award Agreement. Marina Biotech, Inc. reserves the right to refuse to record the transfer of this certificate until all such restrictions are satisfied, all such terms are complied with and all such conditions are satisfied." Such stock certificate evidencing such shares shall, in the sole discretion of the Committee, be deposited with and held in custody by the Company until the restrictions thereon shall have lapsed and all of the terms and conditions applicable to the such grant shall have been satisfied. 8.2 Restricted Shares, the conditions upon which the restrictions on the Share Grants. A grant of Restricted Shares will lapse and is an Award of shares of Common Stock granted to a Participant, subject to such other restrictions, terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. b. Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Shares as it may deem advisable, deems appropriate, including, without limitation, a (a) restrictions on the sale, assignment, transfer, hypothecation or other disposition of such shares, (b) the requirement that the Participant pay deposit such shares with the Company while such shares are subject to such restrictions, and (c) the requirement that such shares be forfeited upon termination of employment for specified reasons within a purchase price specified period of time or for each Restricted Share, restrictions based on other reasons (including, without limitation, the achievement failure to achieve designated performance goals). 8.3 Restriction Period. In accordance with Sections 8.1 and 8.2 of specific Performance Objectives, time-based restrictions or holding requirements or sale restrictions placed on the Shares Plan and unless otherwise determined by the Company upon vesting of such Restricted Shares. Unless otherwise provided in the related Award Agreement or required by Applicable Law, the restrictions imposed on Committee (in its sole discretion) at any time and from time to time, Restricted Shares shall lapse upon only become unrestricted and vested in the expiration Participant in accordance with such vesting schedule relating to such Restricted Shares, if any, as the Committee may establish in the relevant Award Agreement (the "Restriction Period"). During the Restriction Period, such stock shall be and remain unvested and a Participant may not sell, assign, transfer, pledge, encumber or termination otherwise dispose of or hypothecate such Award. Upon satisfaction of the applicable restricted period vesting schedule and the satisfaction of any other applicable restrictions, terms and conditions. 9 c. Custody of Certificates. To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Restricted Shares in the Company's possession until such time as all terms, conditions and/or restrictions applicable to such Shares have been satisfied or lapse. d. Rights Associated with Restricted Shares during Restricted Period. During any restricted period applicable to Restricted Shares: (i) the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated; (ii) unless otherwise provided in the related Award Agreement, conditions, the Participant shall be entitled to exercise full voting rights associated with receive payment of the Restricted Shares or a portion thereof, as the case may be, as provided in Section 8.4 of the Plan. 8.4 Payment of Restricted Share Grants. After the satisfaction and/or lapse of the restrictions, terms and conditions established by the Committee in respect of a grant of Restricted Shares, a new certificate, without the legend set forth in Section 8.1 of the Plan, for the number of shares of Common Stock which are no longer subject to such Restricted Shares; restrictions, terms and (iii) conditions shall, as soon as practicable thereafter, be delivered to the Participant, provided that the removal of such legend is permitted by applicable federal and state securities laws. 8.5 Shareholder Rights. A Participant shall be entitled to all dividends and other distributions paid have, with respect to the shares of Common Stock underlying a grant of Restricted Shares, all of the rights of a shareholder of such Restricted Shares during stock (except as such rights are limited or restricted under the restricted period; provided, however, that any Plan or in the relevant Award Agreement). Any stock dividends or other distributions with paid in respect to of unvested Restricted Shares shall be accumulated or deemed reinvested in treated as additional Restricted Shares until such Award is earned and vested, and shall be subject to the same restrictions and other terms and conditions as that apply to the original Award (including the satisfaction unvested Restricted Shares in respect of service-based vesting conditions and the achievement of any Performance Objectives). which such stock dividends are issued. View More
Restricted Shares. Subject Restricted Shares shall be subject to the following terms and conditions conditions: (a)Grant. The Committee may grant one or more Awards of the Plan, Restricted Shares may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. a. any Participant. Each Award Agreement. Each of Restricted Shares Award shall be evidenced by an Award Agreement that shall specify the number of Restricted Shares, t...he restricted period(s) applicable Shares to be issued to the Restricted Shares, Participant, the conditions upon which the restrictions on the Restricted Shares will lapse date of issuance and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. b. Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Shares as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each Restricted Share, restrictions based on the achievement of specific Performance Objectives, time-based restrictions or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Shares. Unless otherwise provided in the related Award Agreement or required by Applicable Law, the restrictions imposed on the Shares including the conditions of release or lapse of such restrictions. Upon the issuance of Restricted Shares shall lapse upon Shares, the expiration Participant may be required to furnish such additional documentation or termination of other assurances as the applicable restricted period and the satisfaction of any other applicable terms and conditions. 9 c. Custody of Certificates. To the extent deemed appropriate by the Committee, the Company Committee may retain the certificates representing Restricted Shares in the Company's possession until such time as all terms, conditions and/or require to enforce restrictions applicable to such Shares have been satisfied thereto. (b)Restrictions. Except as specifically provided elsewhere in this Plan or lapse. d. Rights Associated with the Award Agreement regarding Restricted Shares during Restricted Period. During any restricted period applicable to Restricted Shares: (i) the Shares, Restricted Shares may not be sold, assigned, transferred, pledged, assigned pledged or otherwise alienated disposed of or hypothecated; (ii) unless encumbered, either voluntarily or involuntarily, until the restrictions have lapsed and the rights to the Shares have vested. The Committee may in its sole discretion provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions, in whole or in part, based on service, performance or such other factors or criteria as the Committee may determine. (c)Dividends. Unless otherwise determined by the Committee, cash dividends with respect to Restricted Shares shall be paid to the recipient of the Award of Restricted Shares on the normal dividend payment dates, and dividends payable in Shares shall be paid in the form of Restricted Shares having the same terms as the Restricted Shares upon which such dividend is paid. Each Award Agreement for Awards of Restricted Shares shall specify whether and, if so, the extent to which the Participant shall be obligated to return to the Company any cash dividends paid with respect to any Restricted Shares which are subsequently forfeited. 5 (d)Forfeiture of Restricted Shares. Except to the extent otherwise provided in the related applicable Award Agreement, when a Participant's Employment Termination occurs, the Participant shall be entitled to exercise full voting rights associated with such Restricted Shares; and (iii) the Participant shall be entitled to automatically forfeit all dividends and other distributions paid with respect to such Restricted Shares during the restricted period; provided, however, that any dividends or other distributions with respect to unvested Restricted Shares shall be accumulated or deemed reinvested in additional Restricted Shares until such Award is earned and vested, and shall be still subject to the same terms and conditions as the original Award (including the satisfaction of service-based vesting conditions and the achievement of any Performance Objectives). restriction. View More
Restricted Shares. If the Award is in the form of Restricted Shares, the Shares are subject to the following terms:a.Restriction Period. The Company will hold the Shares in escrow for the Restriction Period. During this period, the Shares shall be subject to forfeiture as provided in Section 4.b.Removal of Restrictions. Subject to any applicable deferral election under the Johnson Controls International plc Executive Deferred Compensation Plan (or any successor or similar deferred compensation plan for which the P...articipant is eligible) and to Section 4 below, Shares that have not been forfeited shall become available to the Participant after the last day of the Restriction Period upon payment in full of all taxes due with respect to such Shares. c.Voting Rights. During the Restriction Period, the Participant may exercise full voting rights with respect to the Shares.d.Dividends and Other Distributions. Any cash dividends or other distributions paid or delivered with respect to Restricted Shares for which the record date occurs on or before the last day of the Restriction Period will be credited to a bookkeeping account for the benefit of the Participant. For U.S. domestic Participants, the account will be converted into and settled in additional Shares issued under the Plan at the end of the applicable Restriction Period; for all other Participants, the account will be paid to the Participant in cash at the end of the applicable Restriction Period. Prior to the end of the Restriction Period, such account will be subject to the same terms and conditions (including risk of forfeiture) as the Restricted Shares to which the dividends or other distributions relate.View More
Restricted Shares. If the Award is in the form of Restricted Shares, the Shares are subject to the following terms:a.Restriction terms: a. Restriction Period. The Company will hold the Shares in escrow or via an independent trust or nominee for the Restriction Period. During this period, the Shares shall be subject to forfeiture as provided in Section 4.b.Removal 4. b. Removal of Restrictions. Subject to any applicable deferral election under the Johnson Controls International plc Adient US LLC Executive Deferred ...Compensation Plan (or any successor or similar deferred compensation plan for which the Participant is eligible) plan) and to Section 4 below, Shares that have not been forfeited shall become available to the Participant after the last day of the Restriction Period upon payment in full of all taxes due with respect to such Shares. c.Voting c. Voting Rights. During the Restriction Period, the Participant may exercise full voting rights with respect to the Shares.d.Dividends Shares. d. Dividends and Other Distributions. Any cash dividends or other distributions paid or delivered with respect to Restricted Shares for which the record date occurs on or before the last day of the Restriction Period will be credited to a bookkeeping account for the benefit of the Participant. For U.S. domestic Participants, Participant unless it is indicated above or in any Award Notice that such cash dividends or other distributions shall be paid currently. To the extent such account is credited, it will be converted into and settled in additional Shares issued under the Plan at the end of the applicable Restriction Period; for all other Participants, Period unless it is indicated above or in any Award Notice that the account will be paid to the Participant in cash, in which case it will be paid in cash at the end of the applicable Restriction Period. Prior to the end of the Restriction Period, such any account credited pursuant to this paragraph will be subject to the same terms and conditions (including risk of forfeiture) as the Restricted Shares to which the dividends or other distributions relate. View More
Restricted Shares. If the Award is in the form of Shares of Restricted Shares, Stock, the Shares are subject to the following terms:a.Restriction terms: (a) Restriction Period. The Company will hold the Shares in escrow for the Restriction Period. During this period, the Shares shall be subject to forfeiture as provided in Section 4.b.Removal 4. RTI International Metals, Inc. Form of Restricted Stock or Restricted Stock Unit Award (b) Removal of Restrictions. Subject to any applicable deferral election under the J...ohnson Controls International plc Executive Deferred Compensation Plan (or any successor or similar deferred compensation plan for which the Participant is eligible) and to Section 4 below, Shares that have not been forfeited shall become available to the Participant after the last day of the Restriction Period upon payment in full of all taxes due with respect to such Shares. c.Voting (c) Voting Rights. During the Restriction Period, the Participant may exercise full voting rights with respect to the Shares.d.Dividends Shares. (d) Dividends and Other Distributions. Any cash dividends or other distributions paid or delivered with respect to Shares of Restricted Shares Stock for which the record date occurs on or before the last day of the Restriction Period will be credited to a bookkeeping account for the benefit of the Participant. For U.S. domestic Participants, the account will be converted into and settled in additional Shares issued under the Plan at the end of the applicable Restriction Period; for all other Participants, the account Participant, which will be paid to the Participant in cash at the end of the applicable Restriction Period. Prior to the end of the Restriction Period, such account will be subject to the same terms and conditions (including risk of forfeiture) as the Shares of Restricted Shares Stock to which the dividends or other distributions relate. View More
Restricted Shares. Each "Restricted Share" is one Share of the Common Stock (subject to adjustments per the Plan) which is subject to forfeiture before its Vesting Date, as set forth below. 2.1. Restricted Share Vesting. Unless otherwise determined by the Committee, grants of Restricted Shares will vest 100% on the third anniversary of the Grant Date (the "Vesting Date"), unless forfeited before such Vesting Date. 2.2. Distribution. All Restricted Shares will be held by the Company or issued in book entry form unt...il the Vesting Date, and physically distributed to the Participant thereafter, with any legends required by applicable Rules. Participants may vote and receive cash dividends on such Restricted Shares, as applicable, after the Grant Date.View More
Restricted Shares. Each "Restricted Share" is one Share of the Common Stock (subject to adjustments per the Plan) which is subject to forfeiture before its Vesting Date, as set forth below. 2.1. Restricted Share Vesting. Unless otherwise determined by the Committee, grants of Restricted Shares will vest 100% as follows: 50% of each Award on the third fourth anniversary of the its Grant Date (the and 50% of each Award on the fifth anniversary of its Grant Date (each such anniversary, a "Vesting Date"), Date") as pr...ovided in the applicable Award Agreement, unless forfeited before such Vesting Date. 2.2. Distribution. All Restricted Shares will be held by the Company or issued in book entry form until the their Vesting Date, and physically distributed to the Participant thereafter, with any legends required by applicable Rules. Dates. Participants may vote and receive cash dividends on such Restricted Shares, as applicable, after the Grant Date. View More
Restricted Shares. (a) Grant of Restricted Shares. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Restricted Shares to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. (b) Restricted Share Agreement. Each Award of Restricted Shares will be evidenced by an Award Agreement that will specify the Period of Restriction and the applicable restrictions, the number of Ordinary Shares granted, and such other ter...ms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, Restricted Shares will be held by the Company as escrow agent until the restrictions on such Restricted Shares have lapsed. (c) Transferability. Except as provided in this Section 8, Restricted Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. (d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Restricted Shares as it may deem advisable or appropriate. (e) Removal of Restrictions. Except as otherwise provided in this Section 8, Restricted Shares covered by each Restricted Shares grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction. The Board, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. 10 (f) Voting Rights. During the Period of Restriction, Service Providers holding Restricted Shares granted hereunder may exercise the voting rights applicable to those Restricted Shares, unless the applicable Award Agreement provides otherwise. (g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Restricted Shares will be entitled to receive all dividends and other distributions paid with respect to such Restricted Shares unless otherwise provided in the Award Agreement; provided that any such dividends and other distributions will be subject to the same restrictions and risk of forfeiture as the Restricted Shares. If any such dividends or distributions are paid in Ordinary Shares, the Ordinary Shares will be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid. (h) Return of Restricted Shares to Company. On the date set forth in the Award Agreement, the Restricted Shares for which the Period of Restriction has not lapsed will be forfeited and will revert to the Company and again will become available for grant under the Plan.View More
Restricted Shares. (a) Grant of Restricted Shares. Subject to the terms and provisions of the Plan, the The Administrator, at any time and from time to time, may grant Restricted Shares to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. (b) determine, subject to the following limitations: (a) Restricted Share Agreement. Each Award of Restricted Shares will be evidenced by an Award Agreement that will specify the Period of Restriction and the applicable restrictions, ...the number of Ordinary Shares Common Stock granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (b) Removal of Restrictions. Unless the Administrator determines otherwise, Restricted Shares will be held by the Company as escrow agent until the restrictions on such Restricted Shares have lapsed. (c) Transferability. Except as provided in this Section 8, Restricted Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. (d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Restricted Shares as it may deem advisable or appropriate. (e) Removal of Restrictions. Except as otherwise provided in this Section 8, Restricted Shares covered by each Restricted Shares grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction. The Board, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. 10 (f) 8 (c) Voting Rights. During the Period of Restriction, Service Providers a Participant holding Restricted Shares granted hereunder may exercise the voting rights applicable to those Restricted Shares, unless the applicable Award Agreement provides Administrator determines otherwise. (g) (d) Dividends and Other Distributions. During the Period of Restriction, Service Providers a Participant holding Restricted Shares will be entitled to receive all dividends and other distributions paid with respect to such Restricted Shares unless otherwise provided in the Award Agreement; provided that any such dividends and other distributions will be subject to the same restrictions and risk of forfeiture as the Restricted Shares. Agreement. If any such dividends or distributions are paid in Ordinary Shares, the Ordinary Shares shares, such shares will be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid. (h) (e) Transferability. Restricted Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. (f) Return of Restricted Shares to Company. On the date set forth in the Award Agreement, the Restricted Shares for which the Period of Restriction has restrictions have not lapsed will be forfeited and will revert to the Company and again will become available for grant under the Plan. View More
Restricted Shares. If Party B is unable to comply with the covenant of Party B contained in Section 6 above or Party A otherwise determines in its reasonable opinion that any Shares to be delivered to Party A by Party B may not be freely returned by Party A to securities lenders as described in the covenant of Party B contained in Section 6 above, then delivery of any such Settlement Shares (the "Unregistered Settlement Shares") shall be effected pursuant to Annex A hereto, unless waived by Party A 13. Use of Shar...es. Party A acknowledges and agrees that, except in the case of a Private Placement Settlement, Party A shall use any Shares delivered by Party B to Party A on any Settlement Date to return to securities lenders to close out borrowings created by Party A in connection with its hedging activities related to exposure under this Transaction or otherwise in compliance with applicable law.View More
Restricted Shares. If Party B is unable to comply with the covenant of Party B contained in Section 6 6(a) above or Party A otherwise determines in its reasonable opinion that any Shares to be delivered to Party A by Party B under any Transaction may not be freely returned by Party A to securities lenders as described in the covenant of Party B contained in Section 6 6(a) above, then delivery of any such Settlement Shares (the "Unregistered Settlement Shares") shall be effected pursuant to Annex A B hereto, unless... waived by Party A 13. Use of Shares. Party A acknowledges and agrees that, except in the case of a Private Placement Settlement, Party A shall use any Shares delivered by Party B to Party A on any Settlement Date to return to securities lenders to close out borrowings created by Party A in connection with its hedging activities related to exposure under this Transaction or otherwise in compliance with applicable law. A. View More
Restricted Shares. If Counterparty is unable to comply with the covenant of Counterparty contained in Section 6(a) above or Dealer otherwise determines in its reasonable opinion based on the advice of counsel that any Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer to securities lenders as described in the covenant of Counterparty contained in Section 6(a) above, then delivery of any such Settlement Shares (the "Unregistered Settlement Shares") shall be effected pursuant to An...nex A hereto, unless waived by Dealer 13. Governing Law. Notwithstanding anything to the contrary in the Agreement, the Agreement, this Confirmation and all matters arising in connection with the Agreement and this Confirmation shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law).View More
Restricted Shares. If Counterparty is unable to comply with the covenant of Counterparty contained in Section 6(a) above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise determines in its reasonable opinion based on the advice of counsel that any Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer to securities lenders as described in the covenant of Counterparty contained in Section 6(a) above, then d...elivery of any such Settlement Shares (the "Unregistered Settlement Shares") shall be effected pursuant to Annex A hereto, unless waived by Dealer Dealer. 19 13. Governing Law. Notwithstanding anything to the contrary in the Agreement, the Agreement, this Confirmation and all matters arising in connection with the Agreement and this Confirmation shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law). View More
Restricted Shares. (a) The Shares subject to the Restricted Stock Award are subject to the restrictions provided for in this Agreement and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share." (b) The Restricted Shares will be evidenced by a book entry made in the records of the Company's transfer agent in the name of the Employee (unless the Employee requests a certificate evidencing the Restricted Shares). All restrictions provided for in this Agreement will apply to each Rest...ricted Share and to any other securities distributed with respect to that Restricted Share. Unless otherwise permitted by the Committee in accordance with the terms of the Plan, the Restricted Shares may not (until such Restricted Shares have vested in the Employee in accordance with all terms and conditions of this Agreement) be assigned or transferred other than by will or the laws of descent and distribution and shall not be subject to pledge, hypothecation, execution, attachment or similar process. Each Restricted Share will remain restricted and subject to forfeiture to the Company unless and until that Restricted Share has vested in the Employee in accordance with all of the terms and conditions of this Agreement and the 2003 Plan. Each book entry (or stock certificate if requested by the Employee) evidencing any Restricted Share may contain such notations or legends and stock transfer instructions or limitations as may be determined or authorized by the Company in its sole discretion. If a certificate evidencing any Restricted Share is requested by the Employee, the Company may, in its sole discretion, retain custody of the certificate throughout the period during which any restrictions are in effect and require, as a condition to issuing a certificate, that the Employee tender to the Company a stock power duly executed in blank relating to such custody.View More
Restricted Shares. (a) The Shares subject to the Restricted Stock Award are subject to the restrictions provided for in this Agreement and are referred to collectively as the "Restricted Shares" and each as a "Restricted Share." (b) The Restricted Shares will be evidenced by a book entry made in the records of the Company's transfer agent in the name of the Employee Chairman (unless the Employee Chairman requests a certificate evidencing the Restricted Shares). All restrictions provided for in this Agreement will ...apply to each Restricted Share and to any other securities distributed with respect to that Restricted Share. Unless otherwise permitted by the Committee in accordance with the terms of the Plan, the Restricted Shares may not (until such Restricted Shares have vested in the Employee Chairman in accordance with all terms and conditions of this Agreement) be assigned or transferred other than by will or the laws of descent and distribution and shall not be subject to pledge, hypothecation, execution, attachment or similar process. Each Restricted Share will remain restricted and subject to forfeiture to the Company unless and until that Restricted Share has vested in the Employee Chairman in accordance with all of the terms and conditions of this Agreement and the 2003 Plan. Each book entry (or stock certificate if requested by the Employee) Chairman) evidencing any Restricted Share may contain such notations or legends and stock transfer instructions or limitations as may be determined or authorized by the Company in its sole discretion. If a certificate evidencing any Restricted Share is requested by the Employee, Chairman, the Company may, in its sole discretion, retain custody of the certificate throughout the period during which any restrictions are in effect and require, as a condition to issuing a certificate, that the Employee Chairman tender to the Company a stock power duly executed in blank relating to such custody. View More
Restricted Shares. Effective November 16, 2016 (the "Grant Date"), the Corporation hereby awards to the Grantee 89,156 shares (the "Restricted Shares") of the common stock of the Corporation, par value $.01 per share ("Common Stock"), pursuant to the Plan and subject to the restrictions and other terms and conditions set forth in this Agreement. A copy of the Plan, as currently in effect, is incorporated by reference and is attached to this Agreement.
Restricted Shares. Effective November 16, December 2, 2016 (the "Grant Date"), the Corporation hereby awards to the Grantee 89,156 60,000 shares (the "Restricted Shares") of the common stock of the Corporation, par value $.01 per share ("Common Stock"), pursuant to the Plan and subject to the restrictions and other terms and conditions set forth in this Agreement. A copy of the Plan, as currently in effect, is incorporated by reference and is attached to this Agreement.
