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

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 Participants holding shares of Restricted Stock ("Accrued Dividends") shall will be entitled to all ordinary cash dividends paid with respect to such shares, unless otherwise provided by the Board. Unless otherwise provided by the Board, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the shares, cash 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 such shares. which they were paid. Each dividend payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to stockholders shareholders of that class of stock or, if later, the 15th day of the third month following the lapsing date the dividends are paid to shareholders of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares that class of Restricted Stock. 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, 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, 4 to his or her Designated Beneficiary. "Designated Beneficiary" means (i) the beneficiary designated, in a the manner determined by the Board, provided in Section 9(a) below, 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-Based 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 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 which a Participant shall is otherwise entitled. Other Stock-Based 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 terms and conditions of the Code. (2) Voting Rights. A Participant shall have no voting rights with respect to each Other Stock-Based 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 period or periods established by the Board... for such Award. The Board may also grant Awards entitling the recipient to receive an award of stock units to a Participant, which may be settled in cash or 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"). 4 (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 Participants holding shares of Restricted Stock ("Accrued Dividends") shall will be entitled to all ordinary cash dividends paid with respect to such shares, unless otherwise provided by the Board. Unless otherwise provided by the Board, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the shares, cash 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 such shares. which they were paid. Each dividend payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to stockholders shareholders of that class of stock or, if later, the 15th day of the third month following the lapsing date the dividends are paid to shareholders of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares that class of Restricted Stock. 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, 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 "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-Based 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 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 which a Participant shall is otherwise entitled. Other Stock-Based 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 terms and conditions of the Code. (2) Voting Rights. A Participant shall have no voting rights with respect to each Other Stock-Based 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 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 Participants holding shares of Restricted Stock ("Accrued Dividends") shall will be entitled to all ordinary cash dividends paid with respect to such shares, unless otherwise provided by the Board. Unless otherwise provided, by the Board, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the shares, cash 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 such shares. which they were paid. Each dividend payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to stockholders shareholders of that class of stock or, if later, the 15th day of the third month following the lapsing date the dividends are paid to shareholders of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares that class of Restricted Stock. 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, 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 -4- 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-Based 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 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 which a Participant shall is otherwise entitled. Other Stock-Based 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 terms and conditions of the Code. (2) Voting Rights. A Participant shall have no voting rights with respect to each Other Stock-Based 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 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 Participants holding shares of Restricted Stock ("Accrued Dividends") shall will be entitled to all ordinary cash dividends paid with respect to such shares, unless otherwise provided by the Board. Unless otherwise provided by the Board, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the shares, cash 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 such shares. which they were paid. Each dividend payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to stockholders shareholders of that class of stock or, if later, the 15th day of the third month following the lapsing date the dividends are paid to shareholders of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares that class of Restricted Stock. 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, 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 "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-Based 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 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 which a Participant shall is otherwise entitled. Other Stock-Based 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 terms and conditions of the Code. (2) Voting Rights. A Participant shall have no voting rights with respect to each Other Stock-Based 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. (a) General. 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 Participants holding shares of Restricted Stock ("Accrued Dividends") shall will be entitled to all ordinary cash dividends paid with respect to such shares, unless otherwise provided by the Board. Unless otherwise provided, by the Board, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the shares, cash 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 such shares. which they were paid. Each dividend payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to stockholders shareholders of that class of stock or, if later, the 15th day of the third month following the lapsing date the dividends are paid to shareholders of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares that class of Restricted Stock. 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, 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 "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 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 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 or is otherwise settled pursuant to Section 7(c)(3)(i) ("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 by the applicable Award agreement, Board, if any dividends (whether or distributions are paid in cash, stock shares, or property) declared and paid by consist of a dividend or distribution to holders of Common Stock, the Company with respect to shares of Restricted Stock ("Accrued Dividends") shall shares, cash or other property will be paid 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 such shares. which they were paid. Each dividend payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to stockholders shareholders of that class of stock or, if later, the 15th day of the third month following the lapsing date the dividends are paid to shareholders of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares that class of Restricted Stock. 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) (3) 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 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. Stock, as provided in the applicable Award agreement. 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) Participant. (ii) Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units. (3) (iii) Dividend Equivalents. The Award agreement for To the extent provided by the Board, in its sole discretion, a grant of 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, Participants, 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, as determined by the Board in its sole discretion, subject in each case to such terms and conditions as the extent provided Board shall establish, in each case to be set forth in the applicable Award agreement. 5 8. Other Stock-Based Awards. Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property, may be granted hereunder to Participants ("Other Stock-Based Awards"). Such Other Stock-Based 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 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 conditions of each Other Stock-Based Awards, including any purchase price applicable thereto. View More

Restricted Stock Restricted Stock Units. (a) General. 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 and set forth in the applicable award agreement the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any. 4 (c) Additional Provisions Relating to 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 to the extent such dividends have a record date that is on or after the date on which the Participant only to whom such Restricted Stock is granted becomes the record holder of such Restricted Stock, unless otherwise provided by the Board. Unless otherwise provided by the Board, if and when such any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the shares become free from or other property will be subject to the same restrictions on transferability and forfeitability that apply as the shares of Restricted Stock with respect to such shares. which they were paid. Each dividend payment of Accrued Dividends will be made as provided in the applicable award agreement, but no later than the end of the calendar year in which the dividends are paid to stockholders shareholders 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 shareholders 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, 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 "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 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 Board shall determine and as provided in the applicable award agreement. The Board may, in its discretion, 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) (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 Board, 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 Board, subject, in each case case, to such terms and conditions as the extent provided Board shall establish and set forth in the Award applicable award agreement. "Dividend Equivalents" means a right granted to a Participant to receive the equivalent value (in cash or shares of Common Stock) of dividends paid on shares of Common Stock. View More