Restricted Stock. (a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. (b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administr
...ator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed. (c) Transferability. Except as provided in this Section 7 or the Award Agreement, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. (d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. (e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. (f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. (g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. (h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.
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Restricted Stock. (a)
Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of General. Restricted Stock
may be granted to
Service Providers Eligible Persons in such
amounts as the Administrator, in its sole discretion, will determine. (b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, form and
ha...ving such other terms and conditions as the Administrator, Committee shall deem appropriate. The provisions of separate Awards of Restricted Stock shall be set forth in separate Restricted Stock Agreements, which agreements need not be identical. Subject to the restrictions set forth in Section 6(b) hereof, and except as otherwise set forth in the applicable Restricted Stock Agreement, the Participant shall generally have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. Unless otherwise set forth in a Participant's Restricted Stock Agreement, cash dividends and stock dividends, if any, with respect to the Restricted Stock shall be withheld by the Company for the Participant's account, and shall be subject to forfeiture to the same degree as the shares of Restricted Stock to which such dividends relate. Except as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any cash dividends withheld. (b) Vesting and Restrictions on Transfer. Restricted Stock shall vest in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in a Restricted Stock Agreement; provided, however, that notwithstanding any such vesting dates, the Committee may in its sole discretion, will determine. Unless discretion accelerate the Administrator determines otherwise, the Company as escrow agent will hold Shares vesting of any Award of Restricted Stock until at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of an Award of Restricted Stock shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant's Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant's return to active employment. In addition to any other restrictions on such Shares have lapsed. set forth in a Participant's Restricted Stock Agreement, the Participant shall not be permitted to sell, transfer, pledge, or otherwise encumber the Restricted Stock prior to the time the Restricted Stock has vested pursuant to the terms of the Restricted Stock Agreement. (c) Transferability. Termination of Employment or Service. Except as provided by the Committee in this Section 7 or the Award Agreement, Shares of a Restricted Stock may not be sold, transferred, pledged, assigned, Agreement, Participant Agreement or otherwise alienated or hypothecated until otherwise, in the end event of a Participant's Termination for any reason prior to the applicable Period of Restriction. (d) Other Restrictions. The Administrator, in its sole discretion, may impose time that such other restrictions on Shares of Participant's Restricted Stock as it may deem advisable or appropriate. (e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of has vested, (1) all vesting with respect to such Participant's Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow outstanding shall cease, and (2) as soon as practicable after following such Termination, the last day Company shall repurchase from the Participant, and the Participant shall sell, all of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. (f) Voting Rights. During the Period of Restriction, Service Providers holding Shares Participant's unvested shares of Restricted Stock granted hereunder may exercise full voting rights with respect at a purchase price equal to those Shares, unless the Administrator determines otherwise. (g) Dividends and Other Distributions. During original purchase price paid for the Period of Restriction, Service Providers holding Shares Restricted Stock; provided that, if the original purchase price paid for the Restricted Stock is equal to zero dollars ($0), such unvested shares of Restricted Stock will shall be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. (h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert forfeited to the Company and again will become available by the Participant for grant under no consideration as of the Plan. date of such Termination.
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Restricted Stock. (a)
Grant Awarding of Restricted Stock.
Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. (b) Restricted Stock Agreement. Each When an Award of Restricted Stock
will be evidenced by an Award Agreement that will specify is granted under the
Period Plan, the Administrator shall advise the recipient in writing of
... Restriction, the terms, conditions and restrictions related to the offer, including the number of Shares granted, and that such other terms and conditions person shall be entitled to acquire, the price, if any, to be paid (which shall be as determined by the Administrator, subject to Applicable Laws, including any applicable securities laws), and the time within which such person must accept such offer. The permissible consideration, if any, to be paid for Restricted Stock shall be determined by the Administrator and shall be the same as is set forth in its sole discretion, will determine. Section 9(b) with respect to exercise of Options. The offer described herein shall be accepted by execution of a Restricted Stock Agreement in the form determined by the Administrator. (b) Repurchase Option. (i) General. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until Agreement shall grant the restrictions on such Company a repurchase option exercisable upon the voluntary or involuntary termination of the Participant's Continuous Service Status for any -11- reason (including death or Disability). If applicable, the purchase price for Shares have lapsed. (c) Transferability. Except as provided in this Section 7 or repurchased pursuant to the Award Agreement, Shares of Restricted Stock Purchase Agreement shall be the original purchase price paid by the purchaser and may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end paid by cancellation of any indebtedness of the applicable Period of Restriction. (d) Other Restrictions. purchaser to the Company. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. (e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or repurchase option shall lapse at such other time rate as the Administrator may determine. (ii) Leave of Absence. The Administrator, Administrator shall have the discretion to determine whether and to what extent the lapsing of Company repurchase rights shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, such lapsing shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws). Notwithstanding the foregoing, in the event of military leave, the lapsing of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a Participant's returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Shares acquired pursuant to the Restricted Stock Agreement to the same extent as would have applied had the Participant continued to provide services to the Company (or any Parent or Subsidiary, if applicable) throughout the leave on the same terms as he or she was providing services immediately prior to such leave. (c) Other Provisions. The Restricted Stock Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its discretion, may accelerate sole discretion. In addition, the time at which any restrictions will lapse or be removed. (f) Voting Rights. During the Period of Restriction, Service Providers holding Shares provisions of Restricted Stock granted hereunder may exercise full voting rights Agreements need not be the same with respect to those Shares, unless the Administrator determines otherwise. (g) Dividends and Other Distributions. During the Period each Participant. (d) Rights as a Holder of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. (h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, Capital Stock. Once the Restricted Stock is acquired, the Participant shall have the rights equivalent to those of a holder of capital stock, and shall be a record holder when his or her acquisition of such Restricted Stock is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which restrictions have not lapsed will revert the record date is prior to the Company and again will become available for grant under date the Restricted Stock is acquired, except as provided in Section 14 of the Plan.
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Restricted Stock. (a)
Grant Rights to Purchase. When a right to purchase or receive Restricted Stock is granted under the Plan, the Company shall advise the recipient in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, if any (which shall be as determined by the Administrator, subject to Applicable Laws, including any applicable securities laws), and the time within which such person must ac...cept such offer. The permissible consideration for Restricted Stock, if any, shall be determined by the Administrator and shall be the same as is set forth in Section 7(b)(ii) above with respect to exercise of Options. The offer to purchase Shares shall be accepted by execution of an Award Agreement in the form determined by the Administrator. (b) Repurchase Option. (i) General. Unless the Administrator determines otherwise, the Restricted Stock Award Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the Participant's Continuous Service Status for any reason (including death or Disability) at a purchase price for Shares equal to the lesser of (A) the original purchase price paid by the purchaser to the Company for such Shares and (B) the Fair Market Value of such Shares, and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine. (ii) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the lapsing of Company repurchase rights shall be tolled during any leave of absence; provided, however, that in the absence of such determination, such lapsing shall be tolled during any leave (unless otherwise required by Applicable Laws). Notwithstanding the foregoing, in the event of military leave, the lapsing of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a Participant's -11- returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Shares purchased pursuant to the Restricted Stock Award Agreement to the same extent as would have applied had the Participant continued to provide services to the Company (or any Parent, Subsidiary or Affiliate, if applicable) throughout the leave on the same terms as he or she was providing services immediately prior to such leave. (c) Other Provisions. The Restricted Stock Award Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Award Agreements need not be the same with respect to each Participant. Each Restricted Stock grant shall be subject to the conditions set forth in this Plan and to such other conditions not inconsistent with the Plan as determined by the Committee and may be reflected in the applicable Award Agreement. The Committee shall establish restrictions applicable to such Restricted Stock, including the time or times at which Restricted Stock shall be granted or become vested. The Committee may in its sole discretion accelerate the vesting and/or the lapse of any or all of the restrictions on the Restricted Stock which acceleration shall not affect any other terms and conditions of such Awards. (d) Rights as a Holder of Capital Stock. Subject to the terms and provisions conditions of the Plan, Stockholders Agreement and the Administrator, at any time and from time to time, may grant Shares of Registration Rights Agreement, as applicable, once the Restricted Stock is purchased, the Participant shall have the rights equivalent to Service Providers in such amounts as those of a holder of capital stock, and shall be a record holder when his or her purchase and the Administrator, in its sole discretion, issuance of the Shares is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will determine. (b) be made for a dividend or other right for which the record date is prior to the date the Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed. (c) Transferability. Except is purchased, except as provided in this Section 7 or the Award Agreement, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. (d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. (e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. (f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. (g) Dividends 10 below and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. (h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. Section 15 below.
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Restricted Stock. (a)
Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of General. Restricted Stock
may be granted to
Service Providers Eligible Persons in such
amounts as the Administrator, in its sole discretion, will determine. (b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, form and
ha...ving such other terms and conditions as the Administrator, Committee shall deem appropriate. The provisions of separate Awards of Restricted Stock shall be set forth in separate Restricted Stock Agreements, which agreements need not be identical. Subject to the restrictions set forth in Section 6(b) hereof, and except as otherwise set forth in the applicable Restricted Stock Agreement, the Participant shall generally have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. Unless otherwise set forth in a Participant's Restricted Stock Agreement, cash dividends and stock dividends, if any, with respect to the Restricted Stock shall be withheld by the Company for the Participant's account, and shall be subject to forfeiture to the same degree as the shares of Restricted Stock to which such dividends relate. Except as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any cash dividends withheld. (b) Vesting and Restrictions on Transfer. Restricted Stock shall vest in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in a Restricted Stock Agreement; provided, however, that, subject to Section 4(e) hereof, that notwithstanding any such vesting dates, the Committee may in its sole discretion, will determine. Unless discretion accelerate the Administrator determines otherwise, the Company as escrow agent will hold Shares vesting of any Award of Restricted Stock until at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of an Award of Restricted Stock shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant's Termination for any reason. In addition to any other restrictions on such Shares have lapsed. set forth in a Participant's Restricted Stock Agreement, the Participant shall not be permitted to sell, transfer, pledge, or otherwise encumber the Restricted Stock prior to the time the Restricted Stock has vested pursuant to the terms of the Restricted Stock Agreement. (c) Transferability. Termination of Employment or Service. Except as provided by the Committee in this Section 7 or the Award Agreement, Shares of a Restricted Stock may not be sold, transferred, pledged, assigned, Agreement, Participant Agreement or otherwise alienated or hypothecated until otherwise, in the end event of a Participant's Termination for any reason prior to the applicable Period of Restriction. (d) Other Restrictions. The Administrator, in its sole discretion, may impose time that such other restrictions on Shares of Participant's Restricted Stock as it may deem advisable or appropriate. (e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of has vested, (1) all vesting with respect to such Participant's Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow outstanding shall cease, and (2) as soon as practicable after following such Termination, the last day Company shall repurchase from the Participant, and the Participant shall sell, all of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. (f) Voting Rights. During the Period of Restriction, Service Providers holding Shares Participant's unvested shares of Restricted Stock granted hereunder may exercise full voting rights with respect at a purchase price equal to those Shares, unless the Administrator determines otherwise. (g) Dividends and Other Distributions. During original purchase price paid for the Period of Restriction, Service Providers holding Shares Restricted Stock; provided that, if the original purchase price paid for the Restricted Stock is equal to zero dollars ($0), such unvested shares of Restricted Stock will shall be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. (h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert forfeited to the Company and again will become available by the Participant for grant under no consideration as of the Plan. date of such Termination.
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Restricted Stock. (a)
Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of General. Restricted Stock
may be granted to
Service Providers Eligible Persons hereunder and shall be in such
amounts as the Administrator, in its sole discretion, will determine. (b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shar...es granted, form and having such other terms and conditions as the Administrator, Committee shall deem appropriate, subject to the conditions set forth in Appendix A hereto. The terms and conditions of each Restricted Stock grant shall be evidenced by a Restricted Stock Agreement, which agreements need not be identical. Subject to the restrictions set forth in Section 6(b), and except as otherwise set forth in the applicable Restricted Stock Agreement, the Participant shall generally have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such Restricted Stock. Unless otherwise set forth in a Participant's Restricted Stock Agreement, cash dividends and stock dividends, if any, with respect to 11 the Restricted Stock shall be withheld by the Company for the Participant's account, and shall be subject to forfeiture to the same degree as the shares of Restricted Stock to which such dividends relate. Except as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any cash dividends withheld. (b) Vesting and Restrictions on Transfer. Restricted Stock shall vest in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in a Restricted Stock Agreement; provided, however, that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of Restricted Stock at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of Restricted Stock shall occur only while the Participant is employed by or rendering services to the Employer, and all vesting shall cease upon a Participant's Termination for any reason. In addition to any other restrictions set forth in a Participant's Restricted Stock Agreement, until such time that the Restricted Stock has vested pursuant to the terms of the Restricted Stock Agreement, the Participant shall not be permitted to Transfer the Restricted Stock unless such Transfer is approved by the Committee. (c) Book Entry; Certificates. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. Unless otherwise determined by the Committee, in its sole discretion, will determine. Unless the Administrator determines otherwise, Restricted Stock shall be held in book entry form, rather than delivered to the Participant, through the expiration of the Lock-Up Period. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock. (d) Termination. Except as escrow agent will hold Shares of may otherwise be provided by the Committee in the Restricted Stock until Agreement, in the restrictions on event of a Participant's Termination with the Employer for any reason prior to the time that such Shares have lapsed. (c) Transferability. Except as provided in this Section 7 or the Award Agreement, Shares of Participant's Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. (d) Other Restrictions. The Administrator, in its sole discretion, may impose has vested, (i) all vesting with respect to such other restrictions on Shares of Participant's Restricted Stock as it may deem advisable or appropriate. (e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow shall cease, and (ii) as soon as practicable after following such Termination, the last day Company shall repurchase from the Participant, and the Participant shall sell, all of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. (f) Voting Rights. During the Period of Restriction, Service Providers holding Shares Participant's unvested shares of Restricted Stock granted hereunder may exercise full voting rights with respect at a purchase price equal to those Shares, unless the Administrator determines otherwise. (g) Dividends and Other Distributions. During original purchase price paid for the Period of Restriction, Service Providers holding Shares Restricted Stock, or if the original purchase price is equal to $0, such unvested shares of Restricted Stock will shall be entitled to receive all dividends and other distributions paid with respect to such Shares, unless forfeited by the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. (h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert Participant to the Company and again will become available for grant under no consideration as of the Plan. date of such Termination.
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Restricted Stock.
(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, The Committee may at any time and from time to
time, may time grant Shares of
Restricted Stock restricted stock under this Plan to
Service Providers such participants and in such amounts as
the Administrator, in its sole discretion, will determine. (b) Restricted Stock Agreement. it determines. Each
Award grant of
Restricted Stock will be evidenced by an Award Agreement that will restricted stock s...hall specify the Period applicable restrictions on such Shares, the duration of Restriction, such restrictions (which shall be at least six months except as otherwise determined by the Committee or provided in the third paragraph of this Section 8), and the time or times at which such restrictions shall lapse with respect to all or a specified number of Shares granted, and that are part of the grant. The participant will be required to pay the Company the aggregate par value of any Shares of restricted stock (or such other terms and conditions larger amount as the Administrator, Board may determine to constitute capital under Section 154 of the Delaware General Corporation Law, as amended, or any successor thereto) within ten days of the Grant Date, unless such Shares of restricted stock are treasury shares. Unless otherwise determined by the Committee, certificates representing Shares of restricted stock granted under this Plan will be held in its sole discretion, will determine. Unless the Administrator determines otherwise, escrow by the Company as escrow agent on the participant's behalf during any period of restriction thereon and will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed. (c) Transferability. Except as provided in this Section 7 or the Award Agreement, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of bear an appropriate legend specifying the applicable Period of Restriction. (d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. (e) Removal of Restrictions. thereon, and the participant will be required to execute a blank stock power therefor. Except as otherwise provided in this Section 7, Shares by the Committee, during such period of Restricted Stock covered by each Restricted Stock grant made under restriction the Plan will be released from escrow as soon as practicable after the last day participant shall have all of the Period rights of Restriction or at such other time as a holder of Common Stock, including but not limited to the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. (f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. (g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and to vote, and any stock or other distributions paid securities received as a distribution with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will participant's restricted stock shall be subject to the same restrictions as then in effect for the restricted stock. Unless otherwise determined by the Committee, immediately prior to a Change in Control during any period of restriction, all restrictions on transferability and forfeitability Shares granted to such participant shall lapse. At such time as a participant ceases to be, or in the event a participant does not become, a director, officer or employee of, or otherwise performing services for, the Company or its Subsidiaries for any reason, unless otherwise determined by the Committee, all Shares of Restricted Stock with respect restricted stock granted to such participant on which they were paid. (h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert shall be immediately forfeited to the Company and again will become available for Company. In any one calendar year, the Committee shall not grant under the Plan. to any one participant Restricted Stock in excess of 200,000 Shares, as such number may be adjusted pursuant to Section 15 below.
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Restricted Stock. (a)
Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of General. Restricted Stock
may be granted to
Service Providers Eligible Persons in such
amounts as the Administrator, in its sole discretion, will determine. (b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, form and
ha...ving such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares Committee shall deem appropriate. The provisions of separate Awards of Restricted Stock until shall be set forth in separate Restricted Stock Agreements, which agreements need not be identical. Subject to the restrictions on set forth in Section 6(b) hereof, and except as otherwise set forth in the applicable Restricted Stock Agreement, the Participant shall generally have the rights and privileges of a stockholder as to such Shares have lapsed. (c) Transferability. Except Restricted Stock, including the right to vote such Restricted Stock. Unless otherwise set forth in a Participant's Restricted Stock Agreement, cash dividends and stock dividends, if any, with respect to the Restricted Stock shall be withheld by the Company for the Participant's account, and shall be subject to forfeiture to the same degree as provided in this Section 7 or the Award Agreement, Shares shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until to which such dividends relate; provided, however, notwithstanding anything in the end of the applicable Period of Restriction. (d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. (e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under Agreement to the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. (f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights contrary, dividends with respect to those Shares, unless shares of Stock that are subject to performance-based vesting conditions, shall be deposited with the Administrator determines otherwise. (g) Dividends Company and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will shall be subject to the same restrictions on transferability and forfeitability as the Shares shares of Restricted Stock with respect to which they were paid. (h) Return such distribution was made. Except as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any cash dividends withheld. 10 (b) Vesting and Restrictions on Transfer. Restricted Stock shall vest in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in a Restricted Stock Agreement; provided, however, that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Award of Restricted Stock to Company. On at any time and for any reason. Unless otherwise specifically determined by the date Committee or set forth in the applicable Award Agreement or Participant Agreement, the vesting of an Award of Restricted Stock shall occur only while the Participant is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant's Termination for any reason. In addition to any other restrictions set forth in a Participant's Restricted Stock Agreement, the Participant shall not be permitted to sell, transfer, pledge, or otherwise encumber the Restricted Stock prior to the time the Restricted Stock has vested pursuant to the terms of the Restricted Stock Agreement. (c) Termination of Employment or Service. Except as provided by the Committee in a Restricted Stock Agreement, Participant Agreement or otherwise, in the event of a Participant's Termination for which restrictions have not lapsed will revert any reason prior to the time that such Participant's Restricted Stock has vested, (1) all vesting with respect to such Participant's Restricted Stock outstanding shall cease, and (2) as soon as practicable following such Termination, the Company shall repurchase from the Participant, and the Participant shall sell, all of such Participant's unvested shares of Restricted Stock at a purchase price equal to the lesser of the (x) Fair Market Value of the Restricted Stock as of the date of Termination or (y) the original purchase price paid for the Restricted Stock; provided that, if the original purchase price paid for the Restricted Stock is equal to zero dollars ($0), such unvested shares of Restricted Stock shall be forfeited to the Company and again will become available by the Participant for grant under no consideration as of the Plan. date of such Termination.
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Restricted Stock.
(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, The Committee may at any time and from time to
time, may time grant Shares of Restricted Stock
under this Plan to
Service Providers such participants and in such amounts as
the Administrator, in its sole discretion, will determine. (b) Restricted Stock Agreement. it determines. Each
Award grant of Shares of Restricted Stock
will shall be
evidenced by an Award Agreement that will specify the Period ...of Restriction, the number of Shares granted, and subject to such other terms and conditions as the Administrator, Committee shall determine, including but not limited to applicable restrictions on such Shares, the duration of such restrictions, and the time or times at which such restrictions shall lapse with respect to all or a specified number of Shares that are part of the grant. The Committee may condition the grant or vesting of Shares of Restricted Stock upon the attainment of specified performance targets (including, without limitation, the Performance Goals) or such other factors as the Committee may determine in its sole discretion, will determine. Unless including compliance with the Administrator requirements of Section 162(m) of the Code as and to the extent the Committee determines otherwise, that complying with Section 162(m) of the Company Code is advisable for such Award. Except as escrow agent will hold otherwise provided by the Committee or unless such Shares of Restricted Stock until are treasury shares, the restrictions on such Shares have lapsed. (c) Transferability. Except as provided in this Section 7 or participant will be required to pay the Award Agreement, Company the aggregate par value of any Shares of Restricted Stock (or such larger amount as the Board may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until determine to constitute capital under the end General and Business Corporation Law of the applicable Period State of Restriction. (d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock Missouri, as it may deem advisable amended, or appropriate. (e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day any successor thereto) within ten days of the Period of Restriction or at such other time as Grant Date. Unless otherwise determined by the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. (f) Voting Rights. During the Period of Restriction, Service Providers holding Committee, certificates representing Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. (g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock under this Plan will be entitled held in escrow by the Company on the participant's behalf during any period of restriction thereon and will bear an appropriate legend specifying the applicable restrictions thereon, and the participant will be required to execute a blank stock power therefor. Except as otherwise provided by the Committee, during such period of restriction the participant shall have all of the rights of a holder of Common Stock, including but not limited to the rights to receive all dividends and to vote, and any stock or other distributions paid securities A-9 received as a distribution with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will participant's Restricted Stock shall be subject to the same restrictions as then in effect for the Restricted Stock, provided that any dividends and distributions that would otherwise be payable shall accrue and be payable only if and when such Shares cease to be subject to restrictions. Unless otherwise determined by the Committee, immediately prior to a Change in Control during any period of restriction, all restrictions on transferability and forfeitability Shares granted to such participant shall lapse. At such time as a participant ceases to be, or in the event a participant does not become, a director, officer or employee of, or otherwise perform services for, the Company or its Subsidiaries for any reason, unless otherwise determined by the Committee, all Shares of Restricted Stock with respect granted to such participant on which they were paid. (h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert shall be immediately forfeited to the Company and again will become available for grant under the Plan. Company.
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Restricted Stock. (a)
Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, The Committee may at any time and from time to
time, may time grant Shares of
Restricted Stock restricted stock under this Plan to
Service Providers such participants and in such amounts as
the Administrator, in its sole discretion, will determine. (b) Restricted Stock Agreement. it determines. Each
Award Grant of
Restricted Stock will be evidenced by an Award Agreement that will restricted stock s...hall specify the Period applicable restrictions on such Shares, the duration of Restriction, such restrictions, and the time or times at which such restrictions will lapse with respect to all or a specified number of Shares granted, and that are part of the Grant. (b) The participant will be required to pay the Company the aggregate par value of any Shares of restricted stock (or such other terms and conditions larger amount as the Administrator, Board may determine to constitute capital under Section 154 of the Delaware General Corporation Law, as amended, or any successor thereto) within 15 days of the date of Grant, unless such Shares of restricted stock are treasury shares. Unless otherwise determined by the Committee, certificates representing Shares of restricted stock granted under this Plan will be held in its sole discretion, will determine. Unless the Administrator determines otherwise, escrow by the Company as escrow agent on the participant's behalf during any period of restriction thereon and will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed. (c) Transferability. Except as provided in this Section 7 or the Award Agreement, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of bear an appropriate legend specifying the applicable Period of Restriction. (d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. (e) Removal of Restrictions. thereon, and the participant will be required to execute a blank stock power therefor. Except as otherwise provided in this Section 7, Shares by the Committee, during such period of Restricted Stock covered by each Restricted Stock grant made under restriction the Plan participant will be released from escrow as soon as practicable after the last day have all of the Period rights of Restriction or at such other time as a holder of Common Stock, including but not limited to the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. (f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. (g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and to vote, and any stock or other distributions paid securities received as a distribution with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares participant's restricted stock will be subject to the same restrictions on transferability as then in effect for the restricted stock. 6 (c) Unless otherwise provided in any Award Agreement, at such time as a participant ceases to be a director, officer or employee of, or to otherwise perform services for, the Company and forfeitability as the its Subsidiaries due to death, Disability or Retirement during any period of restriction, all Shares of Restricted Stock with respect restricted stock granted to such participant on which they were paid. (h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert be immediately forfeited to the Company. At such time as a participant ceases to be, or in the event a participant does not become, a director, officer or employee of, or otherwise perform services for, the Company or its Subsidiaries for any other reason, all Shares of restricted stock granted to such participant on which the restrictions have not lapsed will be immediately forfeited to the Company. The provisions of Sections 6(e) and again 6(g) will become available apply to Restricted Stock except to the extent that the Award Agreement in relation thereto expressly provides otherwise. (d) It is the Company's intent that Restricted Stock will not be treated as a payment of deferred compensation for grant under the Plan. purposes of Section 409A and that any ambiguities in construction be interpreted in order to effectuate such intent.
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Restricted Stock. (a)
Grant Rights to Purchase. Restricted Stock may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of
the Plan. After the Administrator determines that it shall offer Restricted
Stock. Subject Stock under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to the
terms offer, including the number of Shares that such person shall be entitled to purchase, t...he price to be paid (if any), and provisions the time within which such person must accept such offer. (b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable within ninety (90) days of the Plan, voluntary or involuntary termination of the Administrator, purchaser's service with the Company for any reason (including death or Disability). Unless the Administrator provides otherwise, the purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine. (c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. (d) Rights as a Stockholder. Once the Restricted Stock is purchased or otherwise issued, the purchaser shall have rights equivalent to those of a stockholder and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Restricted Stock is purchased or otherwise issued, except as provided in Section 12 of the Plan. -8- 8. Restricted Stock Units. (a) Grant. Restricted Stock Units may be granted at any time and from time to time, may time as determined by the Administrator. After the Administrator determines that it will grant Shares Restricted Stock Units, 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 the extent to Service Providers 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, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator in such amounts 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, will determine. (b) 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 Agreement. Each Award of Restricted Stock Units will be evidenced made as soon as practicable after the date(s) determined by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed. (c) Transferability. Except as provided and set forth in this Section 7 or the Award Agreement, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. (d) Other Restrictions. Agreement. The Administrator, in its sole discretion, may impose such other restrictions on Shares of settle earned Restricted Stock as it may deem advisable Units in cash, Shares, or appropriate. a combination of both. (e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. (f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. (g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. (h) Return of Restricted Stock to Company. Cancellation. On the date set forth in the Award Agreement, the all unearned Restricted Stock for which restrictions have not lapsed Units will revert be forfeited to the Company and again will become available for grant under the Plan. Company.
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