Restricted Stock Units Clause Example with 174 Variations from Business Contracts

Restricted Stock Units. (a) Grant. Grant of Restricted Stock Units. Restricted Stock Units may be granted to Service Providers at any time and from time to time time, as will be determined by the Administrator. After the Administrator, in its sole discretion. The Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant have complete discretion in an Award Agreement of the terms, conditions, and restrictions related to the grant, including determining the number o...f Restricted Stock Units granted to each Participant provided that during any Fiscal Year, for Restricted Stock Units intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, no Participant will receive more than 166,666 Restricted Stock Units. Notwithstanding the foregoing limitation, for Restricted Stock Units intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, in connection with his or her initial service, a Service Provider may be granted up to an additional 166,666 Restricted Stock Units. (b) Vesting Criteria Provisions and Other Terms. The Administrator will set service-based or other vesting criteria provisions in its discretion, discretion which, depending on the extent to which the criteria they are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set Service Providers. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the vesting criteria based upon schedule, and such other terms and conditions as the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator Administrator, in its discretion. sole discretion, will determine. (c) Earning of Restricted Stock Units. Upon meeting vesting, the applicable vesting criteria, the Participant holder of Restricted Stock Units will be entitled to receive a payout as determined of the number of Restricted Stock Units earned by the Administrator. Notwithstanding the foregoing, at any time after Participant. After the grant of Restricted Stock Units, Units the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. provisions for such Restricted Stock Units. B-12 Exhibit 10.2 (d) Form and Timing of Payment. Payment of Restricted Stock Units. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by the vesting, but in no event more than ten business days later. The Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle shall pay earned Restricted Stock Units in cash, Shares, or a combination the form of both. Shares. (e) Cancellation. Cancellation of Restricted Stock Units. On the date set forth in the Award Agreement, all unearned unvested Restricted Stock Units Shares will be forfeited to the Company. Company, and again will be available for grant under the Plan. (f) Section 162(m) Performance Restrictions. For purposes of qualifying grants of Restricted Stock Units as "performance-based compensation" under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Restricted Stock Units which are intended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals). View More

Restricted Stock Units. (a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units. (b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on t...he extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. (c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. (d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both. (e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company. -13- 10. Performance Units and Performance Shares. (a) Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant. (b) Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. (c) Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. (d) Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share. (e) Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof. (f) Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan. View More

Restricted Stock Units. (a) Grant. Grant of Restricted Stock Units. Restricted Stock Units may be granted to Service Providers at any time and from time to time time, as will be determined by the Administrator. After the Administrator, in its sole discretion. The Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant have complete discretion in an Award Agreement of the terms, conditions, and restrictions related to the grant, including determining the number o...f Restricted Stock Units granted to each Participant, subject to the limits set forth in Section 3 of the Plan. The following limitations shall apply to grants of Restricted Stock Units: (i) No Service Provider shall be granted, in any Fiscal Year, Restricted Stock Units covering more than 1,000,000 Shares. (ii) The foregoing limitation shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 14. (iii) If a Restricted Stock Unit is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 14), the cancelled Restricted Stock Unit will be counted against the limit set forth in subsection (i) above. (b) Value of Restricted Stock Units. (b) Vesting Criteria Each Restricted Stock Unit will have an initial value that is established by the Administrator on or before the date of grant. (c) Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting criteria provisions (including, without limitation, continued status as a Service Provider) in its discretion, discretion which, depending on the extent to which the criteria they are met, will determine the number or value of Restricted Stock Units that will be paid out to the Participant. Service Providers. The time period during which the performance objectives or other vesting provisions must be met will be called the "Performance Period." Each award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set vesting criteria performance objectives based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. (c) (d) Earning of Restricted Stock Units. Upon meeting After the applicable vesting criteria, Performance Period has ended, the Participant holder of Restricted Stock Units will be entitled to receive a payout as determined of the number of Restricted Stock Units earned by the Administrator. Notwithstanding Participant over the foregoing, at any time after Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting criteria that must be met to receive a payout. (d) provisions for such Restricted Stock Unit. (e) Form and Timing of Payment. Payment of Restricted Stock Units. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by expiration of the Administrator and set forth in the Award Agreement. applicable Performance Period. The Administrator, in its sole discretion, may settle pay earned Restricted Stock Units in the form of cash, Shares, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Restricted Stock Units at the close of the applicable Performance Period) or in a combination thereof. (f) Cancellation of both. (e) Cancellation. Restricted Stock Units. On the date set forth in the Award Agreement, all unearned or unvested Restricted Stock Units will be forfeited to the Company. Company, and again will be available for grant under the Plan. View More

Restricted Stock Units. (a) Grant. Grant of Restricted Stock Units. Restricted Stock Units may be granted to Service Providers at any time and from time to time time, as will be determined by the Administrator. After the Administrator, in its sole discretion. The Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant have complete discretion in an Award Agreement of the terms, conditions, and restrictions related to the grant, including determining the number o...f Restricted Stock Units granted to each Participant, subject to the limits set forth in Section 3 of the Plan. The following limitations shall apply to grants of Restricted Stock Units: (i) No Service Provider shall be granted, in any Fiscal Year, Restricted Stock Units covering more than 1,000,000 Shares. (ii) The foregoing limitation shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 14. (iii) If a Restricted Stock Unit is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 14), the cancelled Restricted Stock Unit will be counted against the limit set forth in subsection (i) above. (b) Value of Restricted Stock Units. (b) Vesting Criteria Each Restricted Stock Unit will have an initial value that is established by the Administrator on or before the date of grant. (c) Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting criteria provisions (including, without limitation, continued status as a Service Provider) in its discretion, discretion which, depending on the extent to which the criteria they are met, will determine the number or value of Restricted Stock Units that will be paid out to Participants. Each award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the Participant. Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set vesting criteria performance objectives based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. (c) (d) Earning of Restricted Stock Units. Upon meeting After the applicable vesting criteria, Performance Period has ended, the Participant holder of Restricted Stock Units will be entitled to receive a payout as determined of the number of Restricted Stock Units earned 2000 Stock Plan12As Amended Feb. 28, 2018 by the Administrator. Notwithstanding Participant over the foregoing, at any time after Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting criteria that must be met to receive a payout. (d) provisions for such Restricted Stock Unit. (e) Form and Timing of Payment. Payment of Restricted Stock Units. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by expiration of the Administrator and set forth in the Award Agreement. applicable Performance Period. The Administrator, in its sole discretion, may settle pay earned Restricted Stock Units in the form of cash, Shares, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Restricted Stock Units at the close of the applicable Performance Period) or in a combination thereof. (f) Cancellation of both. (e) Cancellation. Restricted Stock Units. On the date set forth in the Award Agreement, all unearned or unvested Restricted Stock Units will be forfeited to the Company. Company, and again will be available for grant under the Plan. View More

Restricted Stock Units. (a) Grant. Grant of Restricted Stock Units. Restricted Stock Units may be granted to Service Providers at any time and from time to time time, as will be determined by the Administrator. After the Administrator, in its sole discretion. The Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant have complete discretion in an Award Agreement of the terms, conditions, and restrictions related to the grant, including determining the number o...f Restricted Stock Units granted to each Participant, subject to the limits set forth in Section 3 of the Plan. The following limitations shall apply to grants of Restricted Stock Units: (i) No Service Provider shall be granted, in any Fiscal Year, Restricted Stock Units covering more than 1,000,000 Shares. (ii) The foregoing limitation shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 14. (iii) If a Restricted Stock Unit is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 14), the cancelled Restricted Stock Unit will be counted against the limit set forth in subsection (i) above. (b) Value of Restricted Stock Units. (b) Vesting Criteria Each Restricted Stock Unit will have an initial value that is established by the Administrator on or before the date of grant. (c) Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting criteria provisions (including, without limitation, continued status as a Service Provider) in its discretion, discretion which, depending on the extent to which the criteria they are met, will determine the number or value of Restricted Stock Units that will be paid out to the Participant. Service Providers. Each award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set vesting criteria performance objectives based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. (c) (d) Earning of Restricted Stock Units. Upon meeting After the applicable vesting criteria, Performance Period has ended, the Participant holder of Restricted Stock Units will be entitled to receive a payout as determined of the number of Restricted Stock Units earned by the Administrator. Notwithstanding Participant over the foregoing, at any time after Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting criteria that must be met to receive a payout. (d) provisions for such Restricted Stock Unit. (e) Form and Timing of Payment. Payment of Restricted Stock Units. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by expiration of the Administrator and set forth in the Award Agreement. applicable Performance Period. The Administrator, in its sole discretion, may settle pay earned Restricted Stock Units in the form of cash, Shares, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Restricted Stock Units at the close of the applicable Performance Period) or in a combination thereof. (f) Cancellation of both. (e) Cancellation. Restricted Stock Units. On the date set forth in the Award Agreement, all unearned or unvested Restricted Stock Units will be forfeited to the Company. Company, and again will be available for grant under the Plan. View More

Restricted Stock Units. (a) Grant. Grant of Restricted Stock Units. Restricted Stock Units may be granted to Service Providers at any time and from time to time time, as will be determined by the Administrator. After the Administrator, in its sole discretion. The Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant have complete discretion in an Award Agreement of the terms, conditions, and restrictions related to the grant, including determining the number o...f Restricted Stock Units granted to each Participant, subject to the limits set forth in Section 3 of the Plan. The following limitations shall apply to grants of Restricted Stock Units: (i) No Service Provider shall be granted, in any Fiscal Year, Restricted Stock Units covering more than 1,000,000 Shares. (ii) The foregoing limitation shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 14. (iii) If a Restricted Stock Unit is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 14), the cancelled Restricted Stock Unit will be counted against the limit set forth in subsection (i) above. (b) Value of Restricted Stock Units. (b) Vesting Criteria Each Restricted Stock Unit will have an initial value that is established by the Administrator on or before the date of grant. (c) Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting criteria provisions (including, without limitation, continued status as a Service Provider) in its discretion, discretion which, depending on the extent to which the criteria they are met, will determine the number or value of Restricted Stock Units that will be paid out to Participants. Each award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the Participant. Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set vesting criteria performance objectives based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. (c) (d) Earning of Restricted Stock Units. Upon meeting After the applicable vesting criteria, Performance Period has ended, the Participant holder of Restricted Stock Units will be entitled to receive a payout as determined of the number of Restricted Stock Units earned by the Administrator. Notwithstanding Participant over the foregoing, at any time after Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting criteria that must be met to receive a payout. (d) provisions for such Restricted Stock Unit. (e) Form and Timing of Payment. Payment of Restricted Stock Units. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by expiration of the Administrator and set forth in the Award Agreement. applicable Performance Period. The Administrator, in its sole discretion, may settle pay earned Restricted Stock Units in the form of cash, Shares, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Restricted Stock Units at the close of the applicable Performance Period) or in a combination thereof. (f) Cancellation of both. (e) Cancellation. Restricted Stock Units. On the date set forth in the Award Agreement, all unearned or unvested Restricted Stock Units will be forfeited to the Company. Company, and again will be available for grant under the Plan. View More

Restricted Stock Units. (a) Grant. Restricted Stock Units may be granted Subject to Section 6 and the other terms and conditions of the Plan, the Administrator, at any time and from time to time as determined by the Administrator. After the Administrator determines that it will time, may grant Restricted Stock Units under to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. (b) Award Agreement. Subject to Section 6 and the other terms and conditions of the Plan, it each Awa...rd of Restricted Stock Units will advise the Participant in be evidenced by an Award Agreement of the terms, (which may be in electronic form) that will specify any vesting conditions, and restrictions related to the grant, including the number of Restricted Stock Units. (b) Units granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. (c) Vesting Criteria and Other Terms. The Subject to Section 6 and the other terms and conditions of the Plan, the Administrator will set vesting criteria (if any) in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The (i) General Restrictions. Subject to Section 6 and the other terms and conditions of the Plan, the Administrator may set vesting criteria based upon continued employment or service, the achievement of Company-wide, Performance Goals or other specific performance objectives (Company-wide, departmental, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), goals), applicable federal or state securities laws, laws or any other basis determined by the Administrator in its discretion. (c) (d) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. (d) (e) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. Agreement; provided, however, that the timing of payment shall in all cases comply with Section 409A to the extent applicable to the Award. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both. (e) (f) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company. Company and, subject to Section 3, again will become available for grant under the Plan. (g) Voting Rights, Dividend Equivalents and Distributions. Participants shall have no voting rights with respect to Shares represented by Restricted Stock Units until the date of the issuance of such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Administrator, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to receive 16 Dividend Equivalents with respect to the payment of cash dividends on Shares having a record date prior to the date on which the Restricted Stock Units held by such Participant are settled or forfeited. Such Dividend Equivalents, if any, shall be accrued by crediting the Participant with additional whole Restricted Stock Units as of the date of payment of such cash dividends on Shares. The number of additional Restricted Stock Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the amount of cash dividends paid on such date with respect to the number of Shares represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per Share on such date. Such additional Restricted Stock Units shall be subject to the same terms and conditions, including but not limited to vesting conditions, and shall be settled in the same manner and at the same time as the Restricted Stock Units originally subject to the Restricted Stock Unit Award. For the avoidance of doubt, such additional Restricted Stock Units will not be paid prior to the time that the original Award vests. Settlement of Dividend Equivalents may be made in cash, Shares, or a combination thereof as determined by the Administrator. In the event of a dividend or distribution paid in Shares or any other adjustment made upon a change in the capital structure of the Company as described in Section 15 appropriate adjustments shall be made in the Participant's Restricted Stock Unit Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would be entitled by reason of the Shares issuable upon settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same vesting conditions as are applicable to the Award. View More

Restricted Stock Units. (a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Each Restricted Stock Units under the Plan, it Unit Award will advise the Participant in be evidenced by an Award Agreement of that will specify such other terms and conditions as the Administrator, in its sole discretion, will determine, including all terms, conditions, and restrictions related to the grant, including the nu...mber of Restricted Stock Units and the form of payout, which subject to Section 8(d), may be left to the discretion of the Administrator. During any fiscal year of the Company, no Participant will receive more than an aggregate of 1,000,000 Restricted Stock Units. Notwithstanding the limitation in the previous sentence, in connection with his or her initial service as an Employee, an Employee may be granted an aggregate of up to an additional 1,000,000 Restricted Stock Units. If Restricted Stock Units are cancelled in the same fiscal year in which they were granted (other than in connection with a transaction described in Section 16), the cancelled Restricted Stock Units, as applicable, will be counted against the limits set forth in the two immediately preceding sentences. (b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion. (c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by specified in the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. Award Agreement. (d) Form and Timing of Payment. Payment of earned vested Restricted Stock Units will be made as soon as practicable after on the date(s) determined by or upon the Administrator and event(s) set forth in in, and subject to, the Award Agreement. The Administrator, Unless otherwise provided in its sole discretion, may settle earned an Award Agreement, vested Restricted Stock Units may be settled in cash, Shares, or a combination of both. thereof. (e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company. (f) Performance Restrictions. The Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. (g) Dividend Equivalents. The Committee may, in its sole discretion, provide in an Award Agreement evidencing a grant of Restricted Stock Units the right to accrue dividend equivalents, which dividend equivalents will be subject to the same vesting, forfeiture and settlement criteria as the underlying Restricted Stock Units. View More

Restricted Stock Units. (a) Grant. Nature of Restricted Stock Units may be granted at any time and from time Units. The Administrator may, in its sole discretion, grant to time as an eligible person (as determined by under Section 5 of the Administrator. After the Administrator determines that it will grant Plan) Restricted Stock Units under the Plan, it will advise Plan. The Administrator shall determine the Participant restrictions and conditions applicable to each Restricted Stock Unit at the time of grant. Vesting ...conditions may be based on Continuous Service Status, achievement of pre-established performance goals and objectives and/or other such criteria as the Administrator may determine Upon the grant of Restricted Stock Units, the Holder and the Company shall enter into an Restricted Stock Unit Agreement. The terms and conditions of each such Restricted Stock Unit Agreement shall be determined by the Administrator and may differ among individual Awards and Holders. On or promptly following the vesting date or dates applicable to any Restricted Stock Unit, but in an Award Agreement no event later than March 15 of the terms, conditions, and restrictions related year following the year in which such vesting occurs, such Restricted Stock Unit(s) shall be settled in the form of cash or Shares, as specified in the Restricted Stock Unit Agreement. Restricted Stock Units may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of. 17 (b) Rights as a Stockholder. A Holder shall have the rights of a stockholder only as to the grant, including the number Shares, if any, acquired upon settlement of Restricted Stock Units. (b) Vesting Criteria A Holder shall not be deemed to have acquired any such Shares unless and Other until the Restricted Stock Units shall have been settled in Shares pursuant to the terms of the Plan and the Restricted Stock Unit Agreement. (c) Award Terms. The Administrator will set vesting criteria When Restricted Stock Units are granted under the Plan, the Company shall advise the recipient in its discretion, which, depending on writing of the extent terms, conditions and restrictions applicable to which the criteria are met, will determine Award, including the number of Restricted Stock Units that will such person shall be paid out entitled to the Participant. receive. The offer to receive Restricted Stock Units shall be accepted by execution of a Restricted Stock Unit Agreement. (d) Vesting and Settlement. The Administrator may may, in its sole discretion, set vesting criteria for the Restricted Stock Units that must be met in order to be eligible to receive a payout pursuant to the Award (note that the Administrator may specify additional conditions which must also be met in order to receive a payout pursuant to the Award). Any such vesting criteria may be based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, Continuous Service Status), or any other basis determined by the Administrator in its sole discretion. (c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any applicable vesting criteria that must be met to receive a payout. (d) criteria. (e) Form and Timing of Payment. Payment Settlement. Settlement of earned Restricted Stock Units will be made as soon as practicable after upon the date(s) determined by the Administrator and may be subject to additional conditions, if any, each as set forth in the Award Restricted Stock Unit Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both. (e) Cancellation. On (f) Termination. Except as may otherwise be provided by the date set forth Administrator either in the Award Agreement, Restricted Stock Unit Agreement or in writing after the Restricted Stock Unit Agreement is issued, a Holder's right in all unearned Restricted Stock Units will that have not vested shall automatically terminate upon the Holder's cessation of Continuous Service Status with the Company and any Subsidiary for any reason. (g) Other Provisions. The Restricted Stock Unit Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be forfeited determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Unit Agreements need not be the same with respect to the Company. each Holder. View More

Restricted Stock Units. (a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Each Restricted Stock Units under the Plan, it Unit grant will advise the Participant in be evidenced by an Award Agreement of that will specify such other terms and conditions as the Administrator, in its sole discretion, will determine, including all terms, conditions, and restrictions related to the grant, including the nu...mber of Restricted Stock Units and the form of payout, which, subject to Section 9(d), may be left to the discretion of the Administrator. Notwithstanding anything to the contrary in this subsection (a), for Restricted Stock Units intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, during any Fiscal Year of the Company, no Participant will receive more than an aggregate of 150,000 Restricted 9 Stock Units. Notwithstanding the limitation in the previous sentence, for Restricted Stock Units intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, in connection with his or her initial service as an Employee, an Employee may be granted an aggregate of up to an additional 150,000 Restricted Stock Units. (b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon After the achievement grant of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by Restricted Stock Units, the Administrator Administrator, in its discretion. sole discretion, may reduce or waive any restrictions for such Restricted Stock Units. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the vesting criteria, and such other terms and conditions as the Administrator, in its sole discretion will determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. (c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by specified in the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout. Award Agreement. (d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle pay earned Restricted Stock Units in cash, Shares, or a combination of both. thereof. Shares represented by Restricted Stock Units that are fully paid in cash again will be available for grant under the Plan. (e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company. (f) Section 162(m) Performance Restrictions. For purposes of qualifying grants of Restricted Stock Units as "performance-based compensation" under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals will be set by the Administrator on or before the Determination Date. In granting Restricted Stock Units which are intended to qualify under Section 162(m) of the Code, the Administrator will follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Award under Section 162(m) of the Code (e.g., in determining the Performance Goals). View More