Restricted Stock Restricted Stock Units Clause Example with 37 Variations from Business Contracts

Restricted Stock Restricted Stock Units. (a) General. The Board Administrator may grant Awards entitling recipients Restricted Stock, or the right to acquire shares of Common Stock ("Restricted Stock"), purchase Restricted Stock, to any Service Provider, subject to the Company's right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares if issued at no cost) from if conditions the recipient Administrator specifies in t...he event that conditions specified by the Board in the applicable Award Agreement are not satisfied prior to before the end of the applicable restriction period or periods established by that the Board Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during applicable restriction period or periods, as set forth in an Award Agreement. The Board may also grant Awards entitling Administrator will determine and set forth in the recipient to receive shares of Common Stock or cash to be delivered at Award Agreement the time such Award vests ("Restricted Stock Units") (Restricted terms and conditions for each Restricted Stock and Restricted Stock Units are each referred Unit Award, subject to herein as a "Restricted Stock Award"). (b) Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and limitations contained in the issue price, if any. (c) Additional Provisions Relating to Plan. (b) Restricted Stock. (1) (i) Dividends. Unless otherwise provided in the applicable Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to Participants holding shares of Restricted Stock ("Accrued Dividends") shall will be entitled to all ordinary cash dividends paid with respect to such shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides 4 otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the Participant only if and when such shares become free from the same restrictions on transferability and forfeitability that apply as the shares of Restricted Stock with respect to which they were paid. All such shares. Each payment of Accrued Dividends dividend payments will be made no later than March 15 of the end of calendar year following the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable right to the underlying shares of Restricted Stock. (2) dividend payment becomes nonforfeitable. (ii) Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated Beneficiary. "Designated Beneficiary" means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death or (ii) in the absence of an effective designation by a Participant, the Participant's estate. (d) Additional Provisions Relating to blank. (c) Restricted Stock Units. (1) (i) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each When a Restricted Stock Unit, Unit vests, the Participant shall will be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) Share, an amount of cash or other property equal to the Fair Market Value of one share Share on the settlement date or a combination of Common Stock. both, as the Administrator determines and as provided in the Award Agreement. The Board may, in its discretion, Administrator may provide that settlement of Restricted Stock Units shall will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the election of the Participant Participant's election, in a manner that complies intended to comply with Section 409A of the Code. (2) Voting 409A. (ii) Stockholder Rights. A Participant shall will have no voting rights of a stockholder with respect to Shares subject to any Restricted Stock Units. (3) Dividend Equivalents. The Award agreement for Restricted Stock Units may provide Participants with Unit unless and until the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number Shares are delivered in settlement of outstanding shares of Common Stock ("Dividend Equivalents"). Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, in each case to the extent provided in the Award agreement. Unit. View More

Restricted Stock Restricted Stock Units. (a) General. The Board Administrator may grant Awards entitling recipients Restricted Stock, or the right to acquire shares of Common Stock ("Restricted Stock"), purchase Restricted Stock, to any Service Provider, subject to the Company's right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares if issued at no cost) from if conditions the recipient Administrator specifies in t...he event that conditions specified by the Board in the applicable Award Agreement are not satisfied prior to before the end of the applicable restriction period or periods established by that the Board Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during applicable restriction period or periods, as set forth in an Award Agreement. The Board may also grant Awards entitling Administrator will determine and set forth in the recipient to receive shares of Common Stock or cash to be delivered at Award Agreement the time such Award vests ("Restricted Stock Units") (Restricted terms and conditions for each Restricted Stock and Restricted Stock Units are each referred Unit Award, subject to herein as a "Restricted Stock Award"). (b) Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and limitations contained in the issue price, if any. (c) Additional Provisions Relating to Plan. (b) Restricted Stock. (1) (i) Dividends. Unless otherwise provided in the applicable Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to Participants holding shares of Restricted Stock ("Accrued Dividends") shall will be entitled to all ordinary cash dividends paid with respect to such shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the Participant only if and when such shares become free from the same restrictions on transferability and forfeitability that apply as the shares of Restricted Stock with respect to which they were paid. All such shares. Each payment of Accrued Dividends dividend payments will be made no later than March 15 of the end of calendar year following the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable right to the underlying shares of Restricted Stock. (2) dividend payment becomes nonforfeitable. (ii) Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated Beneficiary. "Designated Beneficiary" means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death or (ii) in the absence of an effective designation by a Participant, the Participant's estate. (d) Additional Provisions Relating to blank. (c) Restricted Stock Units. (1) (i) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each When a Restricted Stock Unit, Unit vests, the Participant shall will be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) Share, an amount of cash or other property equal to the Fair Market Value of one share Share on the settlement date or a combination of Common Stock. both, as the Administrator determines and as provided in the Award Agreement. The Board may, in its discretion, Administrator may provide that settlement of Restricted Stock Units shall will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the election of the Participant Participant's election, in a manner that complies intended to comply with Section 409A of the Code. (2) Voting 409A. (ii) Stockholder Rights. A Participant shall will have no voting rights of a stockholder with respect to Shares subject to any Restricted Stock Units. (3) Dividend Equivalents. The Award agreement for Restricted Stock Units may provide Participants with Unit unless and until the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number Shares are delivered in settlement of outstanding shares of Common Stock ("Dividend Equivalents"). Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, in each case to the extent provided in the Award agreement. Unit. View More

Restricted Stock Restricted Stock Units. (a)General. The Board Administrator may grant Awards entitling recipients Restricted Stock, or the right to acquire shares of Common Stock ("Restricted Stock"), purchase Restricted Stock, to any Service Provider, subject to the Company's right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares if issued at no cost) from if conditions the recipient Administrator specifies in th...e event that conditions specified by the Board in the applicable Award Agreement are not satisfied prior to before the end of the applicable restriction period or periods established by that the Board Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during applicable restriction period or periods, as set forth in an Award Agreement. The Board may also grant Awards entitling Administrator will determine and set forth in the recipient to receive shares of Common Stock or cash to be delivered at Award Agreement the time such Award vests ("Restricted Stock Units") (Restricted terms and conditions for each Restricted Stock and Restricted Stock Units are each referred Unit Award, subject to herein as a "Restricted Stock Award"). (b) Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any. (c) Additional Provisions Relating to Restricted Stock. (1) Dividends. Unless otherwise provided limitations contained in the applicable Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to Plan. (b)Restricted Stock. (i)Dividends. Participants holding shares of Restricted Stock ("Accrued Dividends") shall will be entitled to all ordinary cash dividends paid with respect to such shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the Participant only if and when such shares become free from the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. Notwithstanding anything to the contrary herein, dividends which are paid prior to vesting with respect to awards of Restricted Stock that apply are subject to performance-based vesting conditions shall only be paid out to the Participant holding such shares. Each payment of Accrued Dividends awards to the extent that the performance-based vesting conditions (including any applicable performance conditions) are satisfied and the award vests. All such dividend payments will be made no later than March 15 of the end of calendar year following the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable right to the underlying shares of Restricted Stock. (2) Stock dividend payment becomes nonforfeitable. (ii)Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to blank. (c)Restricted Stock Units. (i)Settlement. When a Restricted Stock Unit vests, the Participant or if the Participant has died, to his or her Designated Beneficiary. "Designated Beneficiary" means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death or (ii) in the absence of an effective designation by a Participant, the Participant's estate. (d) Additional Provisions Relating to Restricted Stock Units. (1) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant shall will be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) Share, an amount of cash or other property equal to the Fair Market Value of one share Share on the settlement date or a combination of Common Stock. both, as the Administrator determines and as provided in the Award Agreement. The Board may, in its discretion, Administrator may provide that settlement of Restricted Stock Units shall will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the election of the Participant Participant's election, in a manner that complies intended to comply with Section 409A of the Code. (2) Voting 409A. 3 (ii)Stockholder Rights. A Participant shall will have no voting rights of a shareholder with respect to Shares subject to any Restricted Stock Units. (3) Dividend Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit. (iii)Dividend Equivalents. The Award agreement for If the Administrator provides, a grant of Restricted Stock Units may provide Participants a Participant with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock ("Dividend Equivalents"). Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common Stock or Shares and may be subject to the same restrictions on transfer transferability and forfeitability as the Restricted Stock Units with respect to which paid, the Dividend Equivalents are paid and subject to other terms and conditions as set forth in each case the Award Agreement. Notwithstanding anything to the contrary herein, Dividend Equivalents with respect to an Award that is subject to performance-based vesting conditions and that are based on dividends paid prior to the satisfaction of the applicable performance conditions shall only be paid out to the Participant to the extent provided that the performance conditions are satisfied and the award vests. All such Dividend Equivalent payments will be made no later than March 15 of the calendar year following the calendar year in which the Award agreement. right to the Dividend Equivalent payment becomes nonforfeitable (or at such later time as may be set forth in an award agreement). View More

Restricted Stock Restricted Stock Units. (a)General. The Board Administrator may grant Awards entitling recipients Restricted Stock, or the right to acquire shares of Common Stock ("Restricted Stock"), purchase Restricted Stock, to any Service Provider, subject to the Company's right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares shares) if issued at no cost) from conditions the recipient Administrator specifies ...in the event that conditions specified by the Board in the applicable Award Agreement are not satisfied prior to before the end of the applicable restriction period or periods established by that the Board Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Board may also grant Awards entitling Administrator will determine and set forth in the recipient to receive shares of Common Stock or cash to be delivered at Award Agreement the time such Award vests ("Restricted Stock Units") (Restricted terms and conditions for each Restricted Stock and Restricted Stock Units are each referred Unit Award, subject to herein as a "Restricted Stock Award"). (b) Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any. (c) Additional Provisions Relating to Restricted Stock. (1) Dividends. Unless otherwise provided limitations contained in the applicable Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to Plan. 3 (b)Restricted Stock. (i)Dividends. Participants holding shares of Restricted Stock ("Accrued Dividends") shall will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the Participant only if and when such shares become free from the same restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends will be made no later than as the end of the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares of Restricted Stock. (2) Stock with respect to which they were paid. In addition, with respect to a share of Restricted Stock with performance-based vesting, dividends which are paid prior to vesting shall only be paid out to the Participant to the extent that the performance-based vesting conditions are subsequently satisfied and the share of Restricted Stock vests. (ii)Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated Beneficiary. "Designated Beneficiary" means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death or (ii) in the absence of an effective designation by a Participant, the Participant's estate. (d) Additional Provisions Relating to Restricted blank. (c)Restricted Stock Units. (1) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) an amount of cash equal to the Fair Market Value of one share of Common Stock. (i)Settlement. The Board may, in its discretion, Administrator may provide that settlement of Restricted Stock Units shall will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the election of the Participant Participant's election, in a manner that complies intended to comply with Section 409A of the Code. (2) Voting 409A. (ii)Stockholder Rights. A Participant shall will have no voting rights of a stockholder with respect to Shares subject to any Restricted Stock Units. (3) Dividend Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit. (iii)Dividend Equivalents. The Award agreement for If the Administrator provides, a grant of Restricted Stock Units may provide Participants a Participant with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock ("Dividend Equivalents"). Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common Stock or Shares and may be subject to the same restrictions on transfer transferability and forfeitability as the Restricted Stock Units with respect to which paid, the Dividend Equivalents are granted and subject to other terms and conditions as set forth in each case the Award Agreement. In addition, Dividend Equivalents with respect to an Award with performance-based vesting that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Participant to the extent provided in that the performance-based vesting conditions are subsequently satisfied and the Award agreement. vests. View More

Restricted Stock Restricted Stock Units. (a) General. The Board Administrator may grant Awards entitling recipients Restricted Stock, or the right to acquire shares of Common Stock ("Restricted Stock"), purchase Restricted Stock, to any Service Provider, subject to the Company's right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares shares) if issued at no cost) from conditions the recipient Administrator specifies... in the event that conditions specified by the Board in the applicable Award Agreement are not satisfied prior to before the end of the applicable restriction period or periods established by that the Board Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Board may also grant Awards entitling Administrator will determine and set forth in the recipient to receive shares of Common Stock or cash to be delivered at Award Agreement the time such Award vests ("Restricted Stock Units") (Restricted terms and conditions for each Restricted Stock and Restricted Stock Units are each referred Unit Award, subject to herein as a "Restricted Stock Award"). (b) Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and limitations contained in the issue price, if any. (c) Additional Provisions Relating to Plan. (b) Restricted Stock. (1) (i) Dividends. Unless otherwise provided in the applicable Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to Participants holding shares of Restricted Stock ("Accrued Dividends") shall will be entitled to all ordinary cash dividends paid with respect to such shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the Participant only if and when such shares become free from the same restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends will be made no later than as the end of the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares of Restricted Stock. (2) Stock with respect to which they were paid. (ii) Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated Beneficiary. "Designated Beneficiary" means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death or (ii) in the absence of an effective designation by a Participant, the Participant's estate. (d) Additional Provisions Relating to blank. 3 (c) Restricted Stock Units. (1) (i) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) an amount of cash equal to the Fair Market Value of one share of Common Stock. The Board may, in its discretion, Administrator may provide that settlement of Restricted Stock Units shall will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the election of the Participant Participant's election, in a manner that complies intended to comply with Section 409A of the Code. (2) Voting 409A. (ii) Stockholder Rights. A Participant shall will have no voting rights of a stockholder with respect to Shares subject to any Restricted Stock Units. (3) Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit. (iii) Dividend Equivalents. The Award agreement for If the Administrator provides, a grant of Restricted Stock Units may provide Participants a Participant with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock ("Dividend Equivalents"). Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common Stock or Shares and may be subject to the same restrictions on transfer transferability and forfeitability as the Restricted Stock Units with respect to which paid, in each case the Dividend Equivalents are granted and subject to the extent provided other terms and conditions as set forth in the Award agreement. Agreement. View More

Restricted Stock Restricted Stock Units. (a) General. The Board Administrator may grant Awards entitling recipients Restricted Stock, or the right to acquire shares of Common Stock ("Restricted Stock"), purchase Restricted Stock, to any Service Provider, subject to the Company's right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares if issued at no cost) from if conditions the recipient Administrator specifies in t...he event that conditions specified by the Board in the applicable Award Agreement are not satisfied prior to before the end of the applicable restriction period or periods established by that the Board Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during applicable restriction period or periods, as set forth in an Award Agreement. The Board may also grant Awards entitling Administrator will determine and set forth in the recipient to receive shares of Common Stock or cash to be delivered at Award Agreement the time such Award vests ("Restricted Stock Units") (Restricted terms and conditions for each Restricted Stock and Restricted Stock Units are each referred Unit Award, subject to herein as a "Restricted Stock Award"). (b) Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and limitations contained in the issue price, if any. (c) Additional Provisions Relating to Plan. (b) Restricted Stock. (1) (i) Dividends. Unless otherwise provided in the applicable Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to Participants holding shares of Restricted Stock ("Accrued Dividends") shall will be entitled to all ordinary cash dividends paid with respect to such shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the Participant only if and when such shares become free from the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. Notwithstanding anything to the contrary herein, with respect to any award of Restricted Stock, dividends which are paid to holders of Common Stock prior to vesting shall only be paid out to the Participant holding such Restricted Stock to the extent that apply the vesting conditions with respect to such shares. Each payment of Accrued Dividends Restricted Stock are subsequently satisfied. All such dividend payments will be made no later than March 15 of the end of calendar year following the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable right to the underlying shares of Restricted Stock. (2) dividend payment becomes nonforfeitable. 3 (ii) Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated Beneficiary. "Designated Beneficiary" means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death or (ii) in the absence of an effective designation by a Participant, the Participant's estate. (d) Additional Provisions Relating to blank. (c) Restricted Stock Units. (1) (i) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each When a Restricted Stock Unit, Unit vests, the Participant shall will be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) Share, an amount of cash or other property equal to the Fair Market Value of one share Share on the settlement date or a combination of Common Stock. both, as the Administrator determines and as provided in the Award Agreement. The Board may, in its discretion, Administrator may provide that settlement of Restricted Stock Units shall will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the election of the Participant Participant's election, in a manner that complies intended to comply with Section 409A of the Code. (2) Voting 409A. (ii) Stockholder Rights. A Participant shall will have no voting rights of a stockholder with respect to Shares subject to any Restricted Stock Units. (3) Dividend Equivalents. The Award agreement for Restricted Stock Units may provide Participants with Unit unless and until the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number Shares are delivered in settlement of outstanding shares of Common Stock ("Dividend Equivalents"). Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, in each case to the extent provided in the Award agreement. Unit. View More

Restricted Stock Restricted Stock Units. The Board may grant Awards entitling recipients to acquire shares of Common Stock ("Restricted Stock"), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board... for such Award. The Instead of granting Awards for Restricted Stock, the Board may also grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests ("Restricted Stock Units") (Restricted Stock and Restricted Stock Units are each referred to herein as a "Restricted Stock Award"). (b) Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any. (c) Additional Provisions Relating to Restricted Stock. (1) Dividends. Unless otherwise provided in the applicable Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock ("Accrued Dividends") shall be paid to the Participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares of Restricted Stock. (2) Stock Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated Beneficiary. "Designated Beneficiary" means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death or (ii) in the absence of an effective designation by a Participant, the Participant's estate. (d) Additional Provisions Relating to Restricted Stock Units. (1) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) an amount of cash equal to the Fair Market Value of one share of Common Stock. The Board may, in its discretion, provide that settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant in a manner that complies with Section 409A of the Code. (2) Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units. (3) Dividend Equivalents. The Award agreement for Restricted Stock Units may provide Participants with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock ("Dividend Equivalents"). Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, in each case to the extent provided in the Award agreement. View More

Restricted Stock Restricted Stock Units. (a) General. The Board Administrator may grant Awards entitling recipients Restricted Stock, or the right to acquire shares of Common Stock ("Restricted Stock"), purchase Restricted Stock, to any Service Provider, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board ...Administrator in the applicable Award Agreement are not satisfied prior to the end of the applicable restriction period or periods established by the Board Administrator for such Award. The Board In addition, the Administrator may also grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests ("Restricted Stock Units") (Restricted Stock and Service Providers Restricted Stock Units are each referred Units, which may be subject to herein vesting and forfeiture conditions during applicable restriction period or periods, as a "Restricted Stock Award"). set forth in an applicable Award Agreement. (b) Terms and Conditions for All Restricted Stock and Restricted Stock Unit Awards. The Board Administrator shall determine and set forth in the applicable Award Agreement the terms and conditions of a applicable to each Restricted Stock and Restricted Stock Unit Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, in each case, if any. (c) Additional Provisions Relating to Restricted Stock. (1) (i) Dividends. Unless Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such shares, unless otherwise provided by the Administrator in the applicable Award Agreement. In addition, unless otherwise provided by the Administrator, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. Each dividend payment will be made as provided in the applicable Award agreement, any dividends (whether paid Agreement, but in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock ("Accrued Dividends") shall be paid to the Participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends will be made no event later than the end of the calendar year in which the dividends are paid to stockholders shareholders of that class of stock shares or, if later, the 15th day of the third month following the lapsing later of (A) the restrictions on transferability date the dividends are paid to shareholders of that class of shares, and (B) the forfeitability provisions applicable date the dividends are no longer subject to the underlying shares of Restricted Stock. (2) Stock forfeiture. (ii) Share Certificates. The Company may require that any stock share certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall Stock be deposited in escrow by the Participant, together with a stock power endorsed in blank, duly executed, but undated, repurchase/transfer form, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated Beneficiary. "Designated Beneficiary" means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death or (ii) in the absence of an effective designation by a Participant, the Participant's estate. (d) Additional Provisions Relating to Restricted Stock Units. (1) (i) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each a Restricted Stock Unit, the Participant shall be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) an amount of cash or other property equal to the Fair Market Value of one share of Common Stock. Stock on the settlement date, as the Administrator shall determine and as provided in the applicable Award Agreement. The Board may, in its discretion, Administrator may provide that settlement of Restricted Stock Units shall occur upon or as soon as reasonably practicable after the vesting of the Restricted Stock Units or shall instead be deferred, on a mandatory basis or at the election of the Participant Participant, in a manner that complies with Section 409A of the Code. (2) 409A. 4 (ii) Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units. (3) Units unless and until shares are delivered in settlement thereof. (iii) Dividend Equivalents. The Award agreement for To the extent provided by the Administrator, a grant of Restricted Stock Units may provide Participants a Participant with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock ("Dividend Equivalents"). Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents are paid, as determined by the Administrator, subject, in each case case, to such terms and conditions as the extent provided Administrator shall establish and set forth in the applicable Award agreement. Agreement. View More

Restricted Stock Restricted Stock Units. (a) General. The Board Administrator may grant Awards entitling recipients Restricted Stock, or the right to acquire shares of Common Stock ("Restricted Stock"), purchase Restricted Stock, to any Service Provider, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board ...Administrator in the applicable Award Agreement are not satisfied prior to the end of the applicable restriction period or periods established by the Board Administrator for such Award. The Board In addition, the Administrator may also grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests ("Restricted Stock Units") (Restricted Stock and Service Providers Restricted Stock Units are each referred Units, which may be subject to herein vesting and forfeiture conditions during applicable restriction period or periods, as a "Restricted Stock Award"). set forth in an applicable Award Agreement. (b) Terms and Conditions for All Restricted Stock and Restricted Stock Unit Awards. The Board Administrator shall determine and set forth in the applicable Award Agreement the terms and conditions of a applicable to each Restricted Stock and Restricted Stock Unit Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, in each case, if any. (c) Additional Provisions Relating to Restricted Stock. (1) (i) Dividends. Unless Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such shares, unless otherwise provided by the Administrator in the applicable Award Agreement. In addition, unless otherwise provided by the Administrator, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. Each dividend payment will be made as provided in the applicable Award agreement, any dividends (whether paid Agreement, but in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock ("Accrued Dividends") shall be paid to the Participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends will be made no event later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock shares or, if later, the 15th day of the third month following the lapsing later of (A) the restrictions on transferability date the dividends are paid to stockholders of that class of shares, and (B) the forfeitability provisions applicable date the dividends are no longer subject to the underlying shares of Restricted Stock. (2) Stock forfeiture. 3 (ii) Share Certificates. The Company may require that any stock share certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall Stock be deposited in escrow by the Participant, together with a stock power endorsed in blank, duly executed, but undated, repurchase/transfer form, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated Beneficiary. "Designated Beneficiary" means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death or (ii) in the absence of an effective designation by a Participant, the Participant's estate. (d) Additional Provisions Relating to Restricted Stock Units. (1) (i) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each a Restricted Stock Unit, the Participant shall be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) an amount of cash or other property equal to the Fair Market Value of one share of Common Stock. Stock on the settlement date, as the Administrator shall determine and as provided in the applicable Award Agreement. The Board may, in its discretion, Administrator may provide that settlement of Restricted Stock Units shall occur upon or as soon as reasonably practicable after the vesting of the Restricted Stock Units or shall instead be deferred, on a mandatory basis or at the election of the Participant Participant, in a manner that complies with Section 409A of the Code. (2) 409A. (ii) Voting Rights. A Participant shall not have no any voting rights that may be associated with respect to any Common Stock underlying Restricted Stock Units. (3) Units unless and until such Common Stock is delivered in settlement thereof. (iii) Dividend Equivalents. The Award agreement for To the extent provided by the Administrator, a grant of Restricted Stock Units may provide Participants a Participant with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock ("Dividend Equivalents"). Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents are paid, as determined by the Administrator, subject, in each case case, to such terms and conditions as the extent provided Administrator shall establish and set forth in the applicable Award agreement. Agreement. View More

Restricted Stock Restricted Stock Units. (a) General. The Board Administrator may grant Awards entitling recipients Restricted Stock, or the right to acquire shares of Common Stock ("Restricted Stock"), purchase Restricted Stock, to any Service Provider, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board ...Administrator in the applicable Award Agreement are not satisfied prior to the end of the applicable restriction period or periods established by the Board Administrator for such Award. The Board In addition, the Administrator may also grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests ("Restricted Stock Units") (Restricted Stock and Service Providers Restricted Stock Units are each referred Units, which may be subject to herein vesting and forfeiture conditions during applicable restriction period or periods, as a "Restricted Stock Award"). set forth in an applicable Award Agreement. (b) Terms and Conditions for All Restricted Stock and Restricted Stock Unit Awards. The Board Administrator shall determine and set forth in the applicable Award Agreement the terms and conditions of a applicable to each Restricted Stock and Restricted Stock Unit Award, including including, without limitation, the conditions for vesting and repurchase (or forfeiture) and the issue price, in each case, if any. (c) Additional Provisions Relating to Restricted Stock. (1) (i) Dividends. Unless Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such shares to the extent such dividends have a record date that is on or after the date on which the Participant to whom such Restricted Shares are granted becomes the record holder of such Restricted Shares, unless otherwise provided by the Administrator in the applicable Award Agreement. In addition, unless otherwise provided by the Administrator, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. Each dividend payment will be made as provided in the applicable Award agreement, any dividends (whether paid Agreement, but in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock ("Accrued Dividends") shall be paid to the Participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends will be made no event later than the end of the calendar year in which the dividends are paid to stockholders shareholders of that class of stock shares or, if later, the 15th day of the third month following the lapsing later of (A) the restrictions on transferability date the dividends are paid to shareholders of that class of shares, and (B) the forfeitability provisions applicable date the dividends are no longer subject to the underlying shares of Restricted Stock. (2) Stock forfeiture. (ii) Share Certificates. The Company may require that any stock share certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall Stock be deposited in escrow by the Participant, together with a stock power endorsed in blank, duly executed, but undated, repurchase/transfer form, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated Beneficiary. "Designated Beneficiary" means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death or (ii) in the absence of an effective designation by a Participant, the Participant's estate. (d) Additional Provisions Relating to Restricted Stock Units. (1) (i) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each a Restricted Stock Unit, the Participant shall be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) an amount of cash or other property equal to the Fair Market Value of one share of Common Stock. Stock on the settlement date, as the Administrator shall determine and as provided in the applicable Award Agreement. The Board may, in its discretion, Administrator may provide that settlement of Restricted Stock Units shall occur upon or as soon as reasonably practicable after the vesting of the Restricted Stock Units or shall instead be deferred, on a mandatory basis or at the election of the Participant Participant, in a manner that complies with Section 409A of the Code. (2) 409A. 4 (ii) Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units. (3) Units unless and until shares are delivered in settlement thereof. (iii) Dividend Equivalents. The Award agreement for To the extent provided by the Administrator, a grant of Restricted Stock Units may provide Participants a Participant with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock ("Dividend Equivalents"). Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents are paid, as determined by the Administrator, subject, in each case case, to such terms and conditions as the extent provided Administrator shall establish and set forth in the applicable Award agreement. Agreement. View More