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 (a)Grant of Restricted Stock. Subject to the terms and provisions of the Plan,
the Administrator, Restricted Stock may be granted to Participants in such amounts and upon such terms, and at any time and from time to time,
may grant Shares of as shall be determined by the Committee. (b)Award Agreement. Each 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 wil...l grant shall be evidenced by an Award Agreement that will shall specify the Period of Restriction, the number of Shares of Restricted Stock granted, and such other terms and conditions provisions as the Administrator, in its sole discretion, will Committee shall determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares (c)Period 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) Restriction and 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 a Participant's Award Agreement, upon a termination of employment or, pursuant to Section 7, 17, in the event of a Participant's Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, an Award of Restricted Stock shall have a minimum Period of Restriction of three years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an Award Agreement). However, in no event will the vesting of an Award of Restricted Stock occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares of Common Stock still available for grant on April 30, 2015. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock covered by granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, a requirement that the issuance of Shares of Restricted Stock grant made be delayed, restrictions based upon the achievement of specific performance goals, additional time-based restrictions, and/or restrictions under Applicable Laws, or holding requirements or sale restrictions placed on the Plan will be released from escrow as Shares by the Company upon vesting of such Restricted Stock. As soon as practicable following the grant of Restricted Stock, the Shares of Restricted Stock shall be registered in the Participant's name in certificate or book-entry form. If a certificate is issued, it shall bear an appropriate legend referring to the restrictions and it shall be held by the Company, or its agent, on behalf of the Participant until the Period of Restriction has lapsed or otherwise been satisfied. If the Shares are registered in book-entry form, the restrictions shall be placed on the book-entry registration. (d)Removal of Restrictions. Subject to Applicable Laws, Restricted Stock shall become freely transferable by the Participant after the last day of the Period of Restriction applicable thereto. Once Restricted Stock is released from the restrictions, the Participant shall be entitled to receive a certificate evidencing the Shares. (e)Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant's Award Agreement, to the extent permitted 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 required by Applicable Laws, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless Shares during the Administrator determines otherwise. (g) Dividends Period of Restriction. (f)Dividends and Other Distributions. During Except as otherwise provided in a Participant's Award Agreement, during the Period of Restriction, Service Providers Participants holding Shares of Restricted Stock will be entitled to shall receive all dividends and regular cash Dividends paid with respect to all Shares while they are so held, and, except as otherwise determined by the Committee, all 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 Restricted Stock shall be credited to Participants subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid and paid at such time following full vesting as are paid the Shares of Restricted Stock with respect to which they such distributions were paid. (h) Return made. (g)Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain unvested Restricted Stock to Company. On following termination of the date set forth in Participant's employment or, if the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to Participant is a Director or Consultant, service with the Company and again will become available its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Awards of Restricted Stock, and may reflect distinctions based on the reasons for grant under the Plan. termination of employment or service.
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Restricted Stock. (a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan,
the Administrator, Restricted Stock may be granted to Participants in such amounts and upon such terms, and at any time and from time to time,
may grant Shares of as shall be determined by the Committee. (b) Award Agreement. Each 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 grant ...shall be evidenced by an Award Agreement that will shall specify the Period of Restriction, the number of Shares of Restricted Stock granted, and such other terms and conditions provisions as the Administrator, in its sole discretion, will Committee shall 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) Restriction and 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 a Participant's Award Agreement, upon a termination of employment or, pursuant to Section 7, 17, in the event of a Participant's Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, an Award of Restricted Stock shall have a minimum Period of Restriction of three years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an Award Agreement). The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock covered by granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, a requirement that the issuance of Shares of Restricted Stock grant made be delayed, restrictions based upon the achievement of specific performance goals, additional time-based restrictions, and/or restrictions under Applicable Laws, or holding requirements or sale restrictions placed on the Plan will be released from escrow as Shares by the Company upon vesting of such Restricted Stock. As soon as practicable following the grant of Restricted Stock, the Shares of Restricted Stock shall be registered in the Participant's name in certificate or book-entry form. If a certificate is issued, it shall bear an appropriate legend referring to the restrictions and it shall be held by the Company, or its agent, on behalf of the Participant until the Period of Restriction has lapsed or otherwise been satisfied. If the Shares are registered in book-entry form, the restrictions shall be placed on the book-entry registration. (d) Removal of Restrictions. Subject to Applicable Laws, Restricted Stock shall become freely transferable by the Participant after the last day of the Period of Restriction or at such other time as applicable thereto. Once Restricted Stock is released from the Administrator may determine. The Administrator, in its discretion, may accelerate restrictions, the time at which any restrictions will lapse or Participant shall be removed. (f) entitled to receive a certificate evidencing the Shares. (e) Voting Rights. During Unless otherwise determined by the Period of Restriction, Service Providers Committee and set forth in a Participant's Award Agreement, to the extent permitted or required by Applicable Laws, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless Shares during the Administrator determines otherwise. (g) Period of Restriction. (f) Dividends and Other Distributions. During Except as otherwise provided in a Participant's Award Agreement, during the Period of Restriction, Service Providers Participants holding Shares of Restricted Stock will be entitled to shall receive all dividends and regular cash Dividends paid with respect to all Shares while they are so held, and, except as otherwise determined by the Committee, all 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 Restricted Stock shall be credited to Participants subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid and paid at such time following full vesting as are paid the Shares of Restricted Stock with respect to which they such distributions were paid. (h) Return made. (g) Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain unvested Restricted Stock to Company. On following termination of the date set forth in Participant's employment or, if the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to Participant is a Director or Consultant, service with the Company and again will become available its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Awards of Restricted Stock, and may reflect distinctions based on the reasons for grant under the Plan. termination of employment or service.
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Restricted Stock.
(a) Grant of Restricted Stock. Subject to the terms and
provisions conditions of the Plan, the
Administrator, at any time and from time to time, Committee may grant
Shares of to such Eligible Individuals as the Committee may determine, Restricted
Stock to Service Providers Stock, 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 Restri...ction, the number of Shares granted, and on such other terms and conditions as the Administrator, Committee shall determine in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares and absolute discretion. Each grant of Restricted Stock until shall satisfy the requirements as set forth in this Section. 6 (b) Restrictions. The Committee shall impose such restrictions on such Shares have lapsed. (c) Transferability. Except as provided in this Section 7 or the Award Agreement, Shares of any Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until granted pursuant to 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 Plan as it may deem advisable advisable. (c) Certificates and Certificate Legend. With respect to a grant of Restricted Stock, the Company may issue a certificate evidencing such Restricted Stock to the Participant or appropriate. (e) issue and hold such shares of Restricted Stock for the benefit of the Participant until the applicable restrictions expire. The Company may legend the certificate representing Restricted Stock to give appropriate notice of such restrictions. In addition to any such legends, each certificate representing shares of Restricted Stock granted pursuant to the Plan shall bear the following legend: "The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, are subject to certain terms, conditions, and restrictions on transfer as set forth in The GEO Group, Inc. 2018 Stock Incentive Plan (the "Plan"), and in an Agreement entered into by and between the registered owner of such shares and The GEO Group, Inc. (the "Company"), dated , 20 (the "Award Agreement"). A copy of the Plan and the Award Agreement may be obtained from the Secretary of the Company." (d) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares the Plan, shares of Restricted Stock covered shall become freely transferable by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after Participant upon the last day lapse of the Period of Restriction or at such other time as applicable restrictions. Once 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 shares of Restricted Stock granted hereunder are released from the restrictions, the Participant shall be entitled to have the legend required by paragraph (c) above removed from the share certificate evidencing such Restricted Stock and the Company shall pay or distribute to the Participant all dividends and distributions held in escrow by the Company with respect to such Restricted Stock. (e) Shareholder Rights. Unless otherwise provided in an Award Agreement, until the expiration of all applicable restrictions, (i) the Restricted Stock shall be treated as outstanding, (ii) the Participant holding shares of Restricted Stock may exercise full voting rights with respect to those Shares, unless such shares, and (iii) the Administrator determines otherwise. (g) Dividends and Other Distributions. During the Period of Restriction, Service Providers Participant holding Shares 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. shares while they are so held. If any such dividends or distributions are paid in Shares, the Shares will shares of Common Stock, such shares 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 Notwithstanding anything to the contrary, at the discretion of the Committee, all such dividends and distributions may be held in escrow by the Company (subject to the same restrictions on forfeitability) until all restrictions on the respective Restricted Stock have lapsed. (f) Termination of Service. Unless otherwise provided in an Award Agreement, if a Participant's employment or other service with the Company terminates for any reason, all unvested shares of Restricted Stock held by the Participant and any dividends or distributions held in escrow by GEO with respect to Company. On the date set forth in the Award Agreement, the such Restricted Stock for which restrictions have not lapsed will revert shall be forfeited immediately and returned to the Company. Notwithstanding anything in this Plan to the contrary, the Committee may provide, in its sole and absolute discretion, that following the termination of employment or other service of a Participant with the Company and again will become available for grant under any reason, any unvested shares of Restricted Stock held by the Plan. Participant that vest solely upon a future service requirement shall vest in whole or in part, at any time subsequent to such termination of employment or other service.
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Restricted Stock. (a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan,
the Administrator, Restricted Stock may be granted to Participants in such amounts and upon such terms, and at any time and from time to time,
may grant Shares of as shall be determined by the Committee. (b) Award Agreement. Each 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 grant ...shall be evidenced by an Award Agreement that will shall specify the Period Period(s) of Restriction, the number of Shares of Restricted Stock granted, the nature of applicable vesting conditions and/or restrictions on transferability, and such other terms and conditions provisions as the Administrator, in its sole discretion, will Committee shall 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) Restriction and 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 a Participant's Award Agreement upon a termination of employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries, or pursuant to Section 7, 19 in the event of a Change in Control or Subsidiary Disposition, an Award of Restricted Stock shall have a minimum Period of Restriction of one (1) year, which period may, at the discretion of the Committee, lapse in stages over such period on a pro-rated, graded, or cliff basis (as specified in an Award Agreement.) The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock covered by granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, a requirement that the issuance of Shares of Restricted Stock grant made be delayed, restrictions based upon the achievement of specific performance goals, additional time-based restrictions, and/or restrictions under Applicable Laws or under the Plan will requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock. The Company may retain in its custody any certificate evidencing the Shares of Restricted Stock and place thereon a legend and institute stop-transfer orders on such Shares, and the Participant shall be released from escrow as soon as practicable obligated to sign any stock power requested by the Company relating to the Shares to give effect to the forfeiture provisions of the Restricted Stock. (d) Removal of Restrictions. Subject to Applicable Laws, Restricted Stock shall become freely transferable by the Participant after the last day of the Period of Restriction or at such other time as applicable thereto. Once Restricted Stock is released from the Administrator may determine. The Administrator, in its discretion, may accelerate restrictions, the time at which any restrictions will lapse or Participant shall be removed. (f) entitled to receive a certificate evidencing the Shares free of all restrictions. (e) Voting Rights. During Unless otherwise determined by the Period of Restriction, Service Providers Committee and set forth in a Participant's Award Agreement, to the extent permitted or required by Applicable Laws, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless Shares during the Administrator determines otherwise. (g) Period of Restriction. (f) Dividends and Other Distributions. During Except as otherwise provided in a Participant's Award Agreement, during the Period of Restriction, Service Providers Participants holding Shares of Restricted Stock will be entitled to shall receive all dividends and regular cash Dividends paid with respect to all Shares while they are so held, and, except as otherwise determined by the Committee, all 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 Restricted Stock shall be credited to Participants subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid and paid at such time following full vesting as are paid the Shares of Restricted Stock with respect to which they such distributions were paid. (h) Return made. (g) Termination of Employment or Service. Each Restricted Stock to Company. On the date Award Agreement shall set forth in the Award Agreement, extent to which the Participant shall have the right to retain unvested Restricted Stock for which restrictions have not lapsed will revert to following termination of the Participant's employment or, if the Participant is a Director or Consultant, service with the Company and again will become available its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Awards of Restricted Stock, and may reflect distinctions based on the reasons for grant under the Plan. termination of employment or service.
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Restricted Stock. (a) Grant of Restricted Stock. Subject to the
terms and provisions of
Sections 5 and 6, the
Plan, the Administrator, Committee, at any time and from time to time, may grant
Shares shares of Restricted Stock under the Plan to such Participants and in such amounts as it shall determine. Subject to the terms and conditions of this Section 9 and the Award Agreement, upon delivery of shares of Restricted Stock to
Service Providers in such amounts as the Administrator, in its sole discretion, will det...ermine. (b) Restricted Stock Agreement. Each Award a Participant, or creation of Restricted Stock will be evidenced by an Award Agreement that will specify the Period a book entry evidencing a Participant's ownership 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 Stock, the Participant shall have all of the rights of a shareholder with respect to such Restricted Shares, subject to the terms and restrictions on such Shares have lapsed. (c) Transferability. Except as provided set forth in this Section 7 9 or the applicable Award Agreement, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, Agreement or otherwise alienated or hypothecated until as determined by the end of the applicable Period of Restriction. (d) Committee. (b) Other Restrictions. The Administrator, in its sole discretion, may Committee shall impose such other restrictions on Shares any shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, restrictions under applicable Federal or appropriate. (e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of state securities laws and may add a legend to the certificates representing Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow to give appropriate notice of such restrictions. (c) Rights 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. a Shareholder. During the Period of Restriction, Service Providers Participants holding Shares shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. (g) Dividends shares and Other Distributions. During the Period of Restriction, Service Providers holding 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. those shares while they are so held. If any such dividends or distributions are paid in Shares, shares of Stock, the Shares will shares 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 9 (d) Separation from Service Due to Death or Disability During Period of Restriction. In the event of a Participant's Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the Restricted Stock pursuant to Subsection 9(g) hereof shall automatically terminate upon such Separation from Service. (e) Separation from Service for Reasons other than Death or Disability During Period of Restriction. Except as provided in Section 16(a)(ii)(2) below, in the event of a Participant's Separation from Service for any reason other than those set forth in Section 9(d) hereof during the Period of Restriction, then any shares of Restricted Stock still subject to Company. On the Period of Restriction at the date of such Separation from Service automatically shall be forfeited and returned to the Company. (f) Delivery of Shares. Subject to the other provisions of the Plan, after the last day of the Period of Restriction applicable to a Participant's shares of Restricted Stock (whether through the lapse of time or early termination as provided above), and after all conditions and restrictions applicable to such shares of Restricted Stock have been satisfied or lapsed (including satisfaction of any applicable withholding tax obligations), pursuant to the applicable Award Agreement, such shares of Restricted Stock shall become freely transferable by such Participant. (g) Nontransferability During Period of Restriction. Except as provided in Section 9(f) hereof, the shares of Restricted Stock granted hereunder may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated for such period of time as shall be determined by the Committee and shall be specified in the Award Agreement for the grant of the Restricted Stock, or upon earlier satisfaction of other conditions (which may include the attainment of performance goals as defined in Section 13 hereof), as specified by the Committee in its sole discretion and set forth in the Award Agreement, Agreement for the grant of the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. Stock.
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Restricted Stock. (a) Grant of Restricted Stock. Subject to the
terms and provisions of
Sections 5 and 6, the
Plan, the Administrator, Committee, at any time and from time to time, may grant
Shares shares of Restricted Stock under the Plan to such Participants and in such amounts as it shall determine. Subject to the terms and conditions of this Section 9 and the Award Agreement, upon delivery of shares of Restricted Stock to
Service Providers in such amounts as the Administrator, in its sole discretion, will det...ermine. (b) Restricted Stock Agreement. Each Award a Participant, or creation of Restricted Stock will be evidenced by an Award Agreement that will specify the Period a book entry evidencing a Participant's ownership 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 Stock, the Participant shall have all of the rights of a shareholder with respect to such Restricted Shares, subject to the terms and restrictions on such Shares have lapsed. (c) Transferability. Except as provided set forth in this Section 7 9 or the applicable Award Agreement, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, Agreement or otherwise alienated or hypothecated until as determined by the end of the applicable Period of Restriction. (d) Committee. (b) Other Restrictions. The Administrator, in its sole discretion, may Committee shall impose such other restrictions on Shares any shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, restrictions under applicable Federal or appropriate. (e) Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of state securities laws and may add a legend to the certificates representing Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow to give appropriate notice of such restrictions. (c) Rights 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. a Shareholder. During the Period of Restriction, Service Providers Participants holding Shares shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. (g) Dividends shares and Other Distributions. During the Period of Restriction, Service Providers holding 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. those shares while they are so held. If any such dividends or distributions are paid in Shares, shares of Stock, the Shares will shares 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 (d) Separation from Service Due to Death or Disability During Period of Restriction. In the event of a Participant's Separation from Service because of death or Disability during the Period of Restriction, the Period of Restriction applicable to the Restricted Stock pursuant to Subsection 9(g) hereof shall automatically terminate upon such Separation from Service. 9 (e) Separation from Service for Reasons other than Death or Disability During Period of Restriction. In the event of a Participant's Separation from Service for any reason other than those set forth in Section 9(d) hereof during the Period of Restriction, then any shares of Restricted Stock still subject to Company. On the Period of Restriction at the date of such Separation from Service automatically shall be forfeited and returned to the Company. (f) Delivery of Shares. Subject to the other provisions of the Plan, after the last day of the Period of Restriction applicable to a Participant's shares of Restricted Stock (whether through the lapse of time or early termination as provided above), and after all conditions and restrictions applicable to such shares of Restricted Stock have been satisfied or lapsed (including satisfaction of any applicable withholding tax obligations), pursuant to the applicable Award Agreement, such shares of Restricted Stock shall become freely transferable by such Participant. (g) Nontransferability During Period of Restriction. Except as provided in Section 9(f) hereof, the shares of Restricted Stock granted hereunder may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated for such period of time as shall be determined by the Committee and shall be specified in the Award Agreement for the grant of the Restricted Stock, or upon earlier satisfaction of other conditions (which may include the attainment of performance goals as defined in Section 13 hereof), as specified by the Committee in its sole discretion and set forth in the Award Agreement, Agreement for the grant of the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan. Stock.
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Restricted Stock. (a)
Grant of Restricted Stock. Grants. Subject to the
terms and provisions of the Plan, the
Administrator, Administrator shall have sole and complete authority to determine the Employees and Directors to whom, and the time or times at
any time and from time to time, may grant Shares which, grants of Restricted Stock will be made, the number of shares of Restricted Stock to
Service Providers be awarded, the price (if any) to be paid by the recipient of Restricted Stock, the time or times within w...hich such Awards may be subject to forfeiture and all other terms and conditions of the Awards; provided, however, that except as provided in Section 15(b) or in the event of a Participant's death or Disability, Restricted Stock shall have a vesting period of not less than one year. The Administrator may condition the grant of Restricted Stock upon the attainment of specified performance objectives established by the Administrator pursuant to Section 14 or such amounts other factors as the Administrator may determine, in its sole discretion. In addition to the foregoing restrictions, except with respect to a maximum of 5% of the shares authorized for issuance under Section 6, (x) any Awards of Restricted Stock which vest on the basis of the Participant's length of service with the Company or its subsidiaries shall not provide for vesting that is any more rapid than pro rata vesting over a three-year period, and (y) any Awards of Restricted Stock which provide for vesting upon the attainment of performance goals shall provide for a performance period of at least 12 months. The terms of each Restricted Stock Award shall be set forth in a Restricted Stock Agreement between the Company and the Participant, which Agreement shall contain such provisions as the Administrator determines to be necessary or appropriate to carry out the intent of the Plan. Each Participant receiving a Restricted Stock Award shall be issued a stock certificate in respect of such shares of Restricted Stock. Such certificate shall be registered in the name of such Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award. The Administrator shall require that stock certificates evidencing such shares be held by the Company until the restrictions lapse and that, as a condition of any Restricted Stock Award, the Participant shall deliver to the Company a stock power relating to the stock covered by such Award. (b) Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to this Section 9 shall be subject to the following restrictions and conditions: (i) During a period set by the Administrator commencing with the date of such Award (the "Restriction Period"), the Participant shall not be permitted to sell, transfer, pledge, assign or encumber shares of Restricted Stock awarded under the Plan. Within these limits, the Administrator, in its sole discretion, will determine. (b) Restricted Stock Agreement. Each Award may provide for the lapse of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, such restrictions in installments and may accelerate or waive such restrictions in whole or in part, based on service, performance or such other terms and conditions factors or criteria as the Administrator, Administrator may determine in its sole discretion, will determine. Unless discretion; provided that the Administrator determines otherwise, may not waive the Company as escrow agent will hold Shares one-year vesting restriction in the proviso of Restricted Stock until the restrictions on such Shares have lapsed. (c) Transferability. Section 9(a). (ii) Except as provided in this Section 7 paragraph (ii) and paragraph (i) above, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a shareholder of the Company, including the right to vote the shares and the right to receive any cash dividends; provided that the Administrator shall provide that either (A) the payment of ordinary cash dividends shall be delayed unless and until the underlying Restricted Stock becomes vested or the Award Agreement, Shares (B) such ordinary cash dividends shall be invested in additional shares of Restricted Stock may not be sold, transferred, pledged, assigned, (or Share Equivalents 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 Units) to the extent available under 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 6, 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 shall be subject to the same restrictions on transferability and forfeitability as the Shares underlying Restricted Stock. Stock dividends issued with respect to Restricted Stock shall be treated as additional shares of Restricted Stock that are subject to the same restrictions and other terms and conditions that apply to the shares with respect to which they were paid. (h) Return such dividends are issued. (iii) The Administrator shall specify the conditions under which shares of Restricted Stock to Company. On the date shall vest or be forfeited and such conditions shall be set forth in the Award Agreement, Restricted Stock Agreement. (iv) If and when the Restriction Period applicable to shares of Restricted Stock expires without a prior forfeiture of the Restricted Stock Stock, certificates for which restrictions have not lapsed will revert an appropriate number of unrestricted shares shall be delivered promptly to the Company Participant, and again will become available the certificates for grant under the Plan. shares of Restricted Stock shall be cancelled.
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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 Restricted Stock to Service Providers in such
amounts manner, and subject to such terms and conditions relating to vesting, forfeitability and restrictions on delivery and transfer (whether based on periods of service or otherwise) or otherwise as the
Administrator shall establish. The terms of any Restricted Stock Award granted under this Plan... shall be set forth in an Award Agreement which shall contain provisions determined by the Administrator and not inconsistent with this Plan. The provisions of Restricted Stock Awards need not be the same for each Participant receiving such Awards. (b) Issuance and Delivery of Restricted Shares. As soon as practicable after the date of grant of a Restricted Stock Award by the Administrator, the Company shall cause to be transferred on the books of the Company, Shares registered in the name of the Participant, evidencing the Restricted Shares covered by the Restricted Stock Award, but subject to forfeiture to the Company. The Share certificates representing such Restricted Shares shall, unless otherwise determined by the Administrator, be maintained in the custody of or on behalf of the Company until all applicable vesting conditions have been satisfied. In addition to any legends placed on certificates reflecting the restrictions, each certificate representing Shares acquired pursuant to a Restricted Shares Award under this Plan may bear a legend such as the following or as otherwise determined by the Administrator in its sole discretion, will determine. (b) Restricted Stock Agreement. Each Award of Restricted Stock will discretion: 8- THE SALE, TRANSFER OR DISPOSITION OF THIS CERTIFICATE AND THE SHARES REPRESENTED, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS RESTRICTED PURSUANT TO THE TERMS OF THE GALERA THERAPEUTICS, INC. EQUITY INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, BETWEEN GALERA THERAPEUTICS, INC. AND THE SHAREHOLDER. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF GALERA THERAPEUTICS, INC. AND WILL BE FURNISHED WITHOUT CHARGE UPON THE WRITTEN REQUEST OF THE HOLDER TO THE COMPANY. Such certificates shall be evidenced by an Award Agreement that will specify delivered to the Participant as soon as administratively practicable after 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 Restriction has 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 the custody of the Company 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) (e) Voting Rights. During the Period of Restriction, Service Providers Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. (g) (f) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of The Administrator may establish terms and conditions under which a Participant granted a Restricted Stock will Award shall be entitled to receive all dividends and other distributions paid a credit equivalent to any dividend payable with respect to the number of Shares which, as of the record date for such Shares, unless dividend, have been awarded to the Administrator provides otherwise. If any Participant but remain subject to limitations and restrictions under such dividends or distributions are Restricted Stock Award. Any such dividend equivalents shall be paid to the Participant only at such time, if any, that the limitations and restrictions applicable to such shares lapse, but in Shares, no event later than 21⁄2 months after the end of the year in which such limitations and restrictions lapse. Any arrangement for the payment of dividend equivalents shall terminate if, in accordance with the limitations and restrictions under the Restricted Stock Award, the Shares will be subject being held pursuant to the same restrictions on transferability and forfeitability as the Shares terms of such Restricted Stock with respect to which they were paid. (h) Award are forfeited. (g) 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 shall 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 Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion,
will shall determine. (b) Restricted Stock Agreement. Each Award of Restricted Stock
will shall be evidenced by an Award Agreement that
will shall specify the Period of Restriction, the number of Shares granted, and such other terms and condition
...s as the Administrator, in its sole discretion, will shall determine. Unless the Administrator determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such the 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, 8, Shares of Restricted Stock covered by each Restricted Stock grant Award made under the Plan will shall be released from escrow as soon as practicable practical after the last day of the Period of Restriction or at such other time as the Administrator may determine. Restriction. The Administrator, in its sole discretion, may accelerate the time at which any restrictions will shall lapse or be removed. (f) (d) 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) (e) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will shall be entitled to receive all dividends and other distributions paid with respect to such Shares, Shares unless otherwise provided in the Administrator provides otherwise. Award Agreement. 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 of Restricted Stock with respect to which they were paid. (h) (f) 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 shall revert to the Company and again will shall become available for grant under the Plan. 15 9. Stock Appreciation Rights (a) Grant of SARs. Subject to the terms and conditions of the Plan, a SAR may be granted to Service Providers at any time and from time to time as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion to determine the number of SARs granted to any Service Provider. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of SARs granted under the Plan, including the sole discretion to accelerate exercisability at any time. (b) SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the exercise price, the term, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, shall determine. (c) Expiration of SARs. A SAR granted under the Plan shall expire upon the date determined by the Administrator, in its sole discretion, as set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Sections 7(f) and 7(g) shall also apply to SARs. (d) Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying: (i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times (ii) The number of Shares with respect to which the SAR is exercised. (iii) At the sole discretion of the Administrator, the payment upon the exercise of a SAR may be in cash, in Shares of equivalent value, or in some combination thereof.
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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 Restricted Stock
to Service Providers in such amounts as the Administrator, in its sole discretion, will determine. (b) Restricted Stock Award 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, subject to the Award of Restricted Stock and s
...uch other terms and conditions as the Administrator, in its sole discretion, will determine. Administrator determines. For the avoidance of doubt, Restricted Stock may be granted without any Period of Restriction (e.g., fully vested stock bonuses). 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. will be held in escrow while unvested. (b) Restrictions. 15 (i) Except as provided in this Section 7 8(b) or the Award Agreement, while unvested, 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, alienated. (ii) While unvested, 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, (iii) Service Providers holding Shares a Share covered by an Award of Restricted Stock will not be entitled to receive all dividends and other distributions paid with respect to such Shares, Shares while such Shares are unvested, unless the Administrator provides otherwise. If the Administrator provides that dividends and distributions will be received and any such dividends or distributions are paid in cash they will be subject to the same provisions regarding forfeitability as the Shares with respect to which they were paid and if such dividend 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 paid and, unless the Administrator determines otherwise, the Company will hold such dividends until the restrictions on the Shares with respect to which they were paid have lapsed. (iv) Except as otherwise provided in this Section 8(b) or an Award Agreement, a Share covered by each Award 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 made under the Plan. Plan will be released from escrow when practicable after the last day of the applicable Period of Restriction. (v) The Administrator may impose (prior to grant) or remove (at any time) any restrictions on Shares covered by an Award of Restricted Stock.
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