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 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. 4 (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 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 stock, and (B) the forfeitability provisions applicable date the dividends are no longer subject to the underlying shares of Restricted Stock. (2) forfeiture. (ii) 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 Stock 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) (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 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. 6.1 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"). (b) set forth in an applicable Award Agreement. 6.2 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) 4 6.3 Additional Provisions Relating to Restricted Stock. (1) (a) 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 of that class of stock 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 stock, and (B) the forfeitability provisions applicable date the dividends are no longer subject to the underlying shares of Restricted Stock. (2) forfeiture. (b) 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 Stock 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) 6.4 Additional Provisions Relating to Restricted Stock Units. (1) (a) 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. (b) 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. (c) 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 to the extent such dividends have a record date that is on or after the date on which the Participant to whom such shares are granted becomes the record holder of 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 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 stock, and (B) the forfeitability provisions applicable date the dividends are no longer subject to the underlying shares of Restricted Stock. (2) forfeiture. (ii) 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 Stock 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) (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 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 of that class of stock 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 stock, and (B) the forfeitability provisions applicable date the dividends are no longer subject to the underlying shares of Restricted Stock. (2) forfeiture. (ii) 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 Stock 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) (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 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 of that class of stock 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 stock, and (B) the forfeitability provisions applicable date the dividends are no longer subject to the underlying shares of Restricted Stock. (2) forfeiture. (ii) 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 Stock 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) (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 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 stock, and (B) the forfeitability provisions applicable date the dividends are no longer subject to the underlying shares of Restricted Stock. (2) forfeiture. (ii) 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 Stock 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. 8 (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 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 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. The Board may grant Awards entitling recipients to acquire restricted 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 Stock"). 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 e...stablished by the Board for such Award. The Award, the Company may cancel all or part of such shares (without payment) or repurchase from the recipient all or part of such shares at the lower of(i) the original purchase or issue price to the Participant, or (ii) Fair Market Value 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 any such Restricted Stock Award, including the any and all terms and conditions for vesting vesting, repurchase, 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 forfeiture. Any stock certificates issued in respect of shares of a Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At After 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 or, if the Participant has died, to his or her Designated Beneficiary. "Designated Beneficiary" means (i) the beneficiary designated, designated by the Participant, 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 "Designated Beneficiary"). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant's estate. (d) Additional Provisions Relating to (c) Dividends. Participants holding shares of Restricted Stock Units. (1) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) will be entitled to all ordinary cash dividends paid with respect to each Restricted Stock Unit, such shares, unless otherwise provided by the Participant shall be entitled Board. Unless otherwise provided by the Board, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to receive from the Company one share holders of Common Stock or (if so provided in other than an ordinary cash dividend, the applicable Award agreement) an amount of shares, 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 property will be subject to the same restrictions on transfer transferability and forfeitability as the shares of Restricted Stock Units with respect to which paid, in each case they were paid. 6 (d) Unvested Restricted Stock Awards. Within one hundred twenty (120) days of the termination of employment, for any reason, of a Participant who holds Restricted Stock Awards, the Company shall have the right to purchase from any such Participant any and all shares of unvested Restricted Stock Awards at the lower of the original purchase or issue price to the extent provided Participant, or the Fair Market Value . Such Other Stock-Based Awards shall also be available as a form of payment in the Award agreement. settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award. 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 shares of Common Stock vest or at a later date ("Restricted Stock Units") (Restricted subject to such terms and conditions on the delivery of the shares of Common Stock and as the Board shall determine (each Award for Restricted Stock or Restricted Stock Units are each is referred to herein as a "Restricted Stock Award"). (b) Terms and Conditions for All Restricted Stock Awards. The Conditions. Subject to Section 8, 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 Any stock certificates issued in respect of shares of a Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, 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 "Designated Beneficiary"). In the absence of an effective designation by a Participant, "Designated Beneficiary" shall mean the Participant's estate. (d) Additional Provisions Relating Such Other Stock Unit Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to Restricted which a Participant is otherwise entitled. Other 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 Unit Awards may be entitled to receive from the Company one share paid in shares of Common Stock or (if so provided in cash, as the applicable Award agreement) an amount of cash equal Board shall determine. Subject 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 provisions of the Participant in a manner that complies with Section 409A Plan, the Board shall determine the conditions of the Code. (2) Voting Rights. A Participant shall have no voting rights with respect to each Other Stock Unit Awards, including 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 purchase price applicable thereto and 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. conditions applicable thereto, including without limitation, performance-based conditions. 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 shares of Common Stock vest ("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. Conditions. 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 Any stock certificates issued in respect of shares of a Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, 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 "Designated Beneficiary"). In the absence of an effective designation by a Participant, "Designated Beneficiary" shall mean the Participant's estate. (d) Additional Provisions Relating Such Other Stock Unit Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to Restricted which a Participant is otherwise entitled. Other 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 Unit Awards may be entitled to receive from the Company one share 4 paid in shares of Common Stock or (if so provided in cash, as the applicable Award agreement) an amount of cash equal Board shall determine. Subject 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 provisions of the Participant in a manner that complies with Section 409A Plan, the Board shall determine the conditions of the Code. (2) Voting Rights. A Participant shall have no voting rights with respect to each Other Stock Unit Award, including 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. purchase price applicable thereto. 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 -3- period or periods established by the B...oard 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 shares of Common Stock vest ("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. Conditions. 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 Any stock certificates issued in respect of shares of a Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Board, 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 "Designated Beneficiary"). In the absence of an effective designation by a Participant, "Designated Beneficiary" shall mean the Participant's estate. (d) Additional Provisions Relating Such Other Stock Unit Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to Restricted which a Participant is otherwise entitled. Other 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 Unit Awards may be entitled to receive from the Company one share paid in shares of Common Stock or (if so provided in cash, as the applicable Award agreement) an amount of cash equal Board shall determine. Subject 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 provisions of the Participant in a manner that complies with Section 409A Plan, the Board shall determine the conditions of the Code. (2) Voting Rights. A Participant shall have no voting rights with respect to each Other Stock Unit Award, including 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. purchase price applicable thereto. View More