Restricted Stock Clause Example with 15 Variations from Business Contracts
This page contains Restricted Stock clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Restricted Stock. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock to the Participant in consideration of the performance of services, entitlin...g such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter described. 9 (b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on the Date of Grant. (c) Each such grant or sale will provide that the Restricted Stock covered by such grant or sale will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date of Grant or until achievement of Management Objectives referred to in Section 6(e) of this Plan. (d) Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on the Date of Grant (which restrictions may include rights of repurchase or first refusal of the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by any transferee). (e) Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock. (f) Notwithstanding anything to the contrary contained in this Plan, Restricted Stock may provide for continued vesting or the earlier termination of restrictions on such Restricted Stock, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control. (g) Any such grant or sale of Restricted Stock will require that any and all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and/or reinvested in additional Restricted Stock, which will be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such dividends or other distributions on Restricted Stock will be deferred until, and paid contingent upon, the vesting of such Restricted Stock. (h) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Stock will be held at the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Stock.View More
Variations of a "Restricted Stock" Clause from Business Contracts
Restricted Stock. The Committee may, from time to time and upon such terms and conditions Board or the Chief Executive Officer or his delegatee or delegatees, as it applicable, may determine, also authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, requirements contained in in, and may contain such provisions as are authorized by, the following provisions: provisions and the other pro...visions of the Plan: (a) Each such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, rights (subject to such restrictions as are set out in the Evidence of Award), but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter described. 9 referred to. (b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on at the Date of Grant. (c) Each such grant or sale will provide that the Restricted Stock covered by such grant or sale that vests upon the passage of time will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee on Board or the Chief Executive Officer or his delegatee or delegatees, as applicable, at the Date of Grant or until achievement and may provide for the earlier lapse of Management Objectives referred to such substantial risk of forfeiture as provided in Section 6(e) below or in the event of this Plan. the retirement, death or Disability of a Participant or as otherwise provided herein. Unless otherwise provided in the relevant Evidence of Award, all substantial risks of forfeiture or restrictions on transfer applicable to any grant or sale of Restricted Stock shall be subject to Section 23 hereof. (d) Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on Board or the Chief Executive Officer or his delegatee or delegatees, as applicable, at the Date of Grant (which restrictions may include include, without limitation, rights of repurchase or first refusal of in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by in the hands of any transferee). (e) Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock. (f) Notwithstanding anything to Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the contrary contained in this Plan, number of shares of Restricted Stock may provide for continued vesting on which restrictions will terminate if performance is below, at or above the earlier termination minimum or threshold level or levels, or is at or above the target level or levels, but falls short of restrictions on such Restricted Stock, including in the event maximum achievement of the retirement, death or disability of a Participant or in the event of a Change in Control. (g) specified Management Objectives. (f) Any such grant or sale of Restricted Stock will may require that any and or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and/or and reinvested in additional shares of Restricted Stock, which will may be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such dividends or other distributions on Restricted Stock will be deferred until, and paid contingent upon, the vesting of such Restricted Stock. (h) (g) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee Board or the Chief Executive Officer or his delegatee or delegatees, as applicable, may approve. Unless otherwise directed by the Committee, (i) Board or the Chief Executive Officer or his delegatee or delegatees, as applicable, all certificates representing shares of Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Stock will be held at the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Stock. Shares. View More
Restricted Stock. The Compensation Committee may, from time to time and upon such terms and conditions as it may determine, also authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained Participants in accordance with the following provisions: (a) Each such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock Shares to the Participant in ...consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and forfeiture, restrictions on transfer hereinafter described. 9 and other provisions provided below. (b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant Participant. (c) If the Compensation Committee has designated the Common Shares covered by a grant of Restricted Stock as "Performance Restricted Stock" ("Performance Restricted Stock"), then the Compensation Committee shall establish, at the Date of Grant, the Performance Period, Performance Goal(s) and Performance Criteria that is less would determine the extent to which restrictions set forth in Section 7(a) of the Plan shall lapse on any specified date; provided, however, that except with respect to grants to Non-Employee Directors, restrictions relating to Performance Restricted Stock may not terminate sooner than the Market Value per Share on one year from the Date of Grant. (c) (d) Each such grant or sale will provide that the Restricted Stock covered by such grant or sale thereby that vests upon the passage of time will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period Restriction Period to be determined by the Compensation Committee on at the Date of Grant or until upon achievement of Management Objectives Performance Goal(s) referred to in Section 6(e) 7(c) of the Plan. If the elimination of restrictions is based only on the passage of time rather than the achievement of Performance Goal(s), the period of time will be no shorter than three years, except that the restrictions may be removed ratably during the three-year period, on an annual basis, as determined by the Compensation Committee at the Date of Grant; provided, however, that the provisions of this Plan. (d) sentence will not apply to grants to Non-Employee Directors. (e) Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, Restriction Period, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by in or pursuant to the Committee on the Date Evidence of Grant Award (which restrictions may include include, without limitation, rights of repurchase or first refusal of the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by in the hands of any transferee). (e) Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock. (f) Notwithstanding anything to the contrary contained in this Plan, any grant of Restricted Stock may provide for continued vesting or the earlier termination of restrictions on such Restricted Stock, including Stock in the event of the retirement, death or disability of a Participant Participant, or in the event of a Change in Control. Control, or a hardship or other special circumstances affecting a Participant. (g) Any such grant or sale of Restricted Stock will may require that any and or all dividends or other distributions paid thereon on such Restricted Stock during the period of such restrictions Restriction Period be automatically deferred and/or and reinvested in additional shares of Restricted Stock, which will may be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such Award; provided, however, that dividends or other distributions on Performance Restricted Stock will shall be deferred until, and paid contingent upon, held in escrow or reinvested in additional shares of Performance Restricted Stock until the achievement of the applicable Performance Goal(s). (h) Any grant of Restricted Stock made to a newly hired Participant to replace forfeited awards granted by such Participant's prior employer and grants of Restricted Stock that are a form of payment of earned performance awards or other incentive compensation may provide for a minimum vesting period of such Restricted Stock. (h) one year. (i) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this the Plan, as the Compensation Committee may approve. approve, except that in no event will any such Evidence of Award include any provision prohibited by the terms of the Plan. Restricted Stock may be evidenced in such manner as the Compensation Committee shall determine. Unless otherwise directed by the Compensation Committee, (i) all certificates representing shares of Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such Restricted Stock, and (ii) uncertificated shares or (ii) all of Restricted Stock will be held at the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such shares of Restricted Stock. View More
Restricted Stock. The Committee Board may, from time to time and time, authorize the granting of Restricted Stock to Participants upon such terms and conditions consistent with the following provisions as it may determine, authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: determine: (a) Each such grant or sale will constitute an immediate trans...fer of the ownership of shares of Common Stock Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but such rights shall be subject to such restrictions and the substantial risk fulfillment of forfeiture and restrictions on transfer hereinafter described. 9 such conditions (which may include the achievement of Management Objectives) during the Restriction Period as the Board may determine. (b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on at the Date of Grant. (c) Each such grant or sale will provide that the Restricted Stock covered by such grant or sale that vests upon the passage of time will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period Restriction Period to be determined by the Committee on Board at the Date of Grant or until upon achievement of Management Objectives referred to in Section 6(e) of this Plan. subparagraph (e) below. (d) Each such grant or sale will provide that during or after during, and may provide that after, the period for which such substantial risk of forfeiture is to continue, Restriction Period, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on Board at the Date of Grant (which restrictions may include include, without limitation, rights of repurchase or first refusal of the Company in NWI or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by in the hands of any transferee). (e) Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock. (f) Notwithstanding anything to the contrary contained in this the Plan, any grant of Restricted Stock may provide for continued vesting or the earlier termination of restrictions on such Restricted Stock, including Stock in the event of the retirement, death or disability disability, or other termination of employment of a Participant Participant, or a Change in Control; provided , however , that no Award intended to be a Qualified Performance-Based Award shall provide for such early termination of restrictions in the event of retirement or other termination of employment to the extent such provision would cause such Award to fail to be a Change in Control. Qualified Performance-Based Award. (g) Any such grant or sale of Restricted Stock will may require that any and or all dividends or other distributions paid thereon during the period of such restrictions Restriction Period be automatically deferred and/or and reinvested in additional shares of Restricted Stock, Stock or paid in cash, which will may be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such Award; provided, however , that dividends or other distributions on Restricted Stock will subject to Management Objectives shall be deferred until, and paid contingent upon, in cash upon the vesting achievement of the applicable Management Objectives and the lapse of all restrictions on such Restricted Stock. (h) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, Board, (i) all certificates representing shares of Restricted Stock will be held in custody by the Company NWI until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares Shares, or (ii) all shares of Restricted Stock will be held at the Company's NWI's transfer agent in book entry form with appropriate restrictions relating to the transfer of such shares of Restricted Stock. View More
Restricted Stock. The Committee Board may, from time to time and time, authorize the granting of Restricted Stock to Participants upon such terms and conditions consistent with the following provisions as it may determine, authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: determine: 7 (a) Each such grant or sale will constitute an immediate tra...nsfer of the ownership of shares of Common Stock Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but such rights shall be subject to such restrictions and the substantial risk fulfillment of forfeiture and restrictions on transfer hereinafter described. 9 such conditions (which may include the achievement of Management Objectives) during the Restriction Period as the Board may determine. (b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Per Share on at the Date of Grant. (c) Each such grant or sale will provide that the Restricted Stock covered by such grant or sale that vests upon the passage of time will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period Restriction Period to be determined by the Committee on Board at the Date of Grant or until upon achievement of Management Objectives referred to in Section 6(e) of this Plan. subparagraph (e) below. (d) Each such grant or sale will provide that during or after during, and may provide that after, the period for which such substantial risk of forfeiture is to continue, Restriction Period, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on Board at the Date of Grant (which restrictions may include include, without limitation, rights of repurchase or first refusal of the Company in Inseego or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by in the hands of any transferee). (e) Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock. (f) Notwithstanding anything to the contrary contained in this the Plan, any grant of Restricted Stock may provide for continued vesting or the earlier termination of restrictions on such Restricted Stock, including Stock in the event of the retirement, death or disability disability, or other termination of employment of a Participant Participant, or in the event of a Change in Control. (g) Any such grant or sale of Restricted Stock will may require that any and or all dividends or other distributions paid thereon during the period of such restrictions Restriction Period be automatically deferred and/or and reinvested in additional shares of Restricted Stock, Stock or paid in cash, which will may be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such Award; provided, however, that dividends or other distributions on Restricted Stock will subject to Management Objectives shall be deferred until, and paid contingent upon, in cash upon the vesting achievement of the applicable Management Objectives and the lapse of all restrictions on such Restricted Stock. (h) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, Board, (i) all certificates representing shares of Restricted Stock will be held in custody by the Company Inseego until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares Shares, or (ii) all shares of Restricted Stock will be held at the Company's Inseego's transfer agent in book entry form with appropriate restrictions relating to the transfer of such shares of Restricted Stock. View More
Restricted Stock. The Committee Board may, from time to time and authorize the granting of Restricted Stock to Participants upon such terms and conditions consistent with the following provisions as it may determine, authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: determine: (a) Each such grant or sale will constitute an immediate transfer of... the ownership of shares of Common Stock Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but such rights shall be subject to such restrictions and the substantial risk fulfillment of forfeiture and restrictions on transfer hereinafter described. 9 such conditions (which may include the achievement of Management Objectives) during the Restriction Period as the Board may determine. (b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on at the Date of Grant. (c) Each such grant or sale will provide that the Restricted Stock covered by such grant or sale that vests upon the passage of time will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Committee on Board at the Date of Grant or until achievement of Management Objectives referred to in Section 6(e) of this Plan. subparagraph (e) below. (d) Each such grant or sale will provide that during or after during, and may provide that after, the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on Board at the Date of Grant (which restrictions may include include, without limitation, rights of repurchase or first refusal of the Company in RAI or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by in the hands of any transferee). (e) Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock. (f) Notwithstanding anything to the contrary contained in this the Plan, any grant of Restricted Stock may provide for continued vesting or the earlier termination of restrictions on such Restricted Stock, including Stock in the event of the retirement, death or disability, or other termination of employment of a Participant, or a Change of Control; provided, however, that no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or disability of a the Participant or a Change of Control) where such action would result in the event loss of a Change in Control. the otherwise available exemption of the Award under Section 162(m) of the Code. (g) Any such grant or sale of Restricted Stock will may require that any and or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and/or and reinvested in additional shares of Restricted Stock, Stock or paid in cash, which will may be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such Award; provided, however, that dividends or other distributions on Restricted Stock with restrictions that lapse as a result of the achievement of Management Objectives will be deferred until, until and paid contingent upon, upon the vesting achievement of such Restricted Stock. the applicable Management Objectives. (h) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, Board, (i) all certificates representing shares of Restricted Stock will be held in custody by the Company RAI until all restrictions thereon will have lapsed, together with a stock power or 8 powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares Shares, or (ii) all shares of Restricted Stock will be held at the Company's RAI's transfer agent in book entry form with appropriate restrictions relating to the transfer of such shares of Restricted Stock. View More
Restricted Stock. The Committee may, from time to time and upon such terms and conditions as it Board may determine, also authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: provisions. A-8 (a) Ownership. Each such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock Shares to the Participant in considera...tion of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter described. 9 referred to. (b) Consideration. Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on at the Date of Grant. (c) Substantial Risk of Forfeiture. (i) Each such grant or sale will provide that the Restricted Stock covered by such grant or sale will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period of not less than one year to be determined by the Committee on Board at the Date of Grant and may provide for the earlier lapse of such substantial risk of forfeiture in the event of a change in control of the Company, as may be defined in an Award Agreement or until achievement of Management Objectives referred to in Section 6(e) of this Plan. (d) CIC Agreement. (ii) Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on Board at the Date of Grant (which restrictions may include include, without limitation, rights of repurchase or first refusal of in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by in the hands of any transferee). (e) (d) General. (i) Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock. (f) Notwithstanding anything to Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the contrary contained in this Plan, Restricted Stock may provide for continued vesting or the earlier termination number of restrictions on such Restricted Stock, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control. (g) Any such grant or sale shares of Restricted Stock on which restrictions will require that any and all dividends terminate if performance is at or other distributions paid thereon during above the period minimum level, but falls short of such restrictions be automatically deferred and/or reinvested in additional Restricted Stock, which will be subject to full achievement of the same restrictions as the underlying award. For the avoidance of doubt, any such dividends or other distributions on Restricted Stock will be deferred until, and paid contingent upon, the vesting of such Restricted Stock. (h) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. specified Management Objectives. (ii) Unless otherwise directed by the Committee, (i) Board, all certificates representing shares of Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares Shares. (e) Award Agreement. Each grant or (ii) all sale of Restricted Stock will be held at evidenced by an Award Agreement and will contain such terms and provisions, consistent with this Plan, as the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Stock. Board may approve. View More
Restricted Stock. The Committee may, from time to time and upon such terms and conditions as it Board may determine, also authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: provisions. (a) Ownership. Each such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock Shares to the Participant in consideration... of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter described. 9 referred to. (b) Consideration. Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on at the Date of Grant. (c) Substantial Risk of Forfeiture. (i) Each such grant or sale will provide that the Restricted Stock covered by such grant or sale will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period of not less than one year to be determined by the Committee on Board at the Date of Grant or until achievement and may provide for the earlier lapse of Management Objectives referred to such substantial risk of forfeiture in Section 6(e) the event of this Plan. (d) a change in control of the Company, as may be defined in an Award Agreement. 8 (ii) Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on Board at the Date of Grant (which restrictions may include include, without limitation, rights of repurchase or first refusal of in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by in the hands of any transferee). (e) (d) General. (i) Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock. (f) Notwithstanding anything to Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the contrary contained in this Plan, Restricted Stock may provide for continued vesting or the earlier termination number of restrictions on such Restricted Stock, including in the event of the retirement, death or disability of a Participant or in the event of a Change in Control. (g) Any such grant or sale shares of Restricted Stock on which restrictions will require that any and all dividends terminate if performance is at or other distributions paid thereon during above the period minimum level, but falls short of such restrictions be automatically deferred and/or reinvested in additional Restricted Stock, which will be subject to full achievement of the same restrictions as the underlying award. For the avoidance of doubt, any such dividends or other distributions on Restricted Stock will be deferred until, and paid contingent upon, the vesting of such Restricted Stock. (h) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. specified Management Objectives. (ii) Unless otherwise directed by the Committee, (i) Board, all certificates representing shares of Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares Shares. (e) Award Agreement. Each grant or (ii) all sale of Restricted Stock will be held at evidenced by an Award Agreement and will contain such terms and provisions, consistent with this Plan, as the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Stock. Board may approve. View More
Restricted Stock. The Committee may, Board may also, from time to time and upon such terms and conditions as it may determine, authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each (a)Each such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock to the Participant in consideration of the performan...ce of services, Participant, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter described. 9 (b) Each referred to. (b)Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Per Share on at the Date of Grant. (c) Each such grant or sale (c)If the elimination of restrictions is based only on the passage of time rather than the achievement of Management Objectives, the period of time will provide be no shorter than three years, except that the Restricted Stock covered by such grant or sale will restrictions may be subject to a "substantial risk of forfeiture" within removed no sooner than ratably on an annual basis (but not earlier than the meaning of Section 83 first anniversary of the Code for a Date of Grant) during the three-year period to be as determined by the Committee on Board at the Date of Grant or until achievement of Management Objectives referred to in Section 6(e) of this Plan. (d) Each Grant. (d)Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on Board at the Date of Grant (which restrictions may include include, without limitation, rights of repurchase or first refusal of in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by in the hands of any transferee). (e) Any (e)Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock. (f) Notwithstanding Stock; provided, however, that restrictions relating to Restricted Stock that vests upon the achievement of Management Objectives may not terminate sooner than one year. Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of shares of Restricted Stock on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. The grant of Restricted Stock will specify that, before the termination or early termination of the restrictions applicable to such Restricted Stock, the Board must determine that the Management Objectives have been satisfied. (f)Notwithstanding anything to the contrary contained in this Plan, subject to any applicable limitations contained in Section 18, any grant or sale of Restricted Stock may provide for continued vesting or the earlier termination lapse of restrictions on the substantial risk of forfeiture for such Restricted Stock, including Stock in the event of the retirement, death or disability of a the Participant or in the event of a Change in of Control. (g) Any (g)Any such grant or sale of Restricted Stock will require requires that any and or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and/or and reinvested in additional shares of Restricted Stock, which will be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such award; provided, further, that dividends or other distributions on Restricted Stock will subject to restrictions that lapse as a result of the achievement of Management Objectives shall not be deferred until, paid unless and paid contingent upon, until achievement of the vesting of such Restricted Stock. (h) Each applicable Management Objectives. 8 (h)Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee Board may approve. Unless otherwise directed by the Committee, Board, (i) all certificates representing shares of Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares Shares, or (ii) all shares of Restricted Stock will shall be held at the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such shares of Restricted Stock. (i)If a Participant makes an election pursuant to Section 83(b) of the Code with respect to a share of Restricted Stock, such Participant shall file, within 30 days following the Date of Grant, a copy of such election with the Company and with the Internal Revenue Service in accordance with the regulations under Section 83(b) of the Code. The Board may provide in an Evidence of Award that the Restricted Stock award is conditioned upon the Participant's making or refraining from making an election with respect to such award under Section 83(b). View More
Restricted Stock. The Committee may, Board may also, from time to time and upon such terms and conditions as it may determine, authorize the grant or sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions: (a) Each (a)Each such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock to the Participant in consideration of the performan...ce of services, Participant, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter described. 9 (b) Each referred to. (b)Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Per Share on at the Date of Grant. (c) Each such grant or sale (c)If the elimination of restrictions is based only on the passage of time rather than the achievement of Management Objectives, the period of time will provide be no shorter than three years, except that the Restricted Stock covered by such grant or sale will restrictions may be subject to a "substantial risk of forfeiture" within removed no sooner than ratably on an annual basis (but not earlier than the meaning of Section 83 first anniversary of the Code for a Date of Grant) during the three-year period to be as determined by the Committee on Board at the Date of Grant or until achievement of Management Objectives referred to in Section 6(e) of this Plan. (d) Each Grant. (d)Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on Board at the Date of Grant (which restrictions may include include, without limitation, rights of repurchase or first refusal of in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by in the hands of any transferee). (e) Any (e)Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock. (f) Notwithstanding Stock; provided, however, that restrictions relating to Restricted Stock that vests upon the achievement of Management Objectives may not terminate sooner than one year. Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of shares of Restricted Stock on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. The grant of Restricted Stock will specify that, before the termination or early termination of the restrictions applicable to such Restricted Stock, the Board must determine that the Management Objectives have been satisfied. (f)Notwithstanding anything to the contrary contained in this Plan, subject to any applicable limitations contained in Section 18, any grant or sale of Restricted Stock may provide for continued vesting or the earlier termination lapse of restrictions on the substantial risk of forfeiture for such Restricted Stock, including Stock in the event of the retirement, death or disability of a the Participant or in the event of a Change in of Control. (g) Any (g)Any such grant or sale of Restricted Stock will require requires that any and or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and/or and reinvested in additional shares of Restricted Stock, which will be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such award; provided, further, that dividends or other distributions on Restricted Stock will subject to restrictions that lapse as a result of the achievement of Management Objectives shall not be deferred until, paid unless and paid contingent upon, until achievement of the vesting of such Restricted Stock. (h) Each applicable Management Objectives. (h)Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee Board may approve. Unless otherwise directed by the Committee, Board, (i) all certificates representing shares of Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares Shares, or (ii) all shares of Restricted Stock will shall be held at the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such shares of Restricted Stock. (i)If a Participant makes an election pursuant to Section 83(b) of the Code with respect to a share of Restricted Stock, such Participant shall file, within 30 days following the Date of Grant, a copy of such election with the Company and with the Internal Revenue Service in accordance with the regulations under Section 83(b) of the Code. The Board may provide in an Evidence of Award that the Restricted Stock award is conditioned upon the Participant's making or refraining from making an election with respect to such award under Section 83(b). View More
Restricted Stock. The Committee Board may, from time to time and upon such terms and conditions as it may determine, authorize the grant or sell Restricted Stock to Participants. Each grant or sale of Restricted Stock to Participants. Each will be evidenced by an Evidence of Award which shall contain such grant or sale terms and conditions as the Board may utilize any or all approve that are not inconsistent with the following terms and conditions and those of the authorizations, and will be subject to all remain...der of the requirements, contained in the following provisions: Plan: (a) Each such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter described. 9 referred to. (b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than or equal to the Market Value per Share on at the Date of Grant. (c) Each such grant or sale Evidence of Award will provide that the Restricted Stock covered by such grant or sale will be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by during the Committee on Restriction Period, which "substantial risk of forfeiture" may lapse upon the Date passage of Grant or until time and/or upon achievement of Management Objectives referred to in Section 6(e) of this Plan. subparagraph (e) below. (d) Each such grant or sale will provide that during or after the period Restriction Period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee on Board in the Date Evidence of Grant Award (which restrictions may include include, without limitation, rights of repurchase or first refusal of in the Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture while held by in the hands of any transferee). (e) Any grant Evidence of Restricted Stock Award may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock. Each Evidence of Award may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of shares of Restricted Stock on which restrictions will terminate if performance is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified Management Objectives. (f) Notwithstanding anything to the contrary contained in this Plan, Restricted Stock any Evidence of Award may provide for continued vesting or the earlier termination of restrictions on such Restricted Stock, including Stock in the event of the retirement, death or disability of a Participant Participant, or in the event of a Change in of Control. (g) Any such grant or sale of Restricted Stock will may require that any and or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and/or reinvested in additional Restricted Stock, which will Restriction Period be subject to the same restrictions as the underlying award. For award and/or reinvested or deemed reinvested in additional shares of Restricted Stock. In the avoidance of doubt, any event such dividends are not reinvested or other distributions on Restricted Stock will be deferred until, and paid contingent upon, the vesting of such Restricted Stock. (h) Each grant or sale deemed reinvested in additional shares of Restricted Stock will Stock, they shall be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as paid in cash (without interest) on the Committee may approve. date on which the Restricted Period lapses. (h) Unless otherwise directed by the Committee, Board, (i) all certificates representing shares of Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares Shares, or (ii) all shares of Restricted Stock will be held at the Company's transfer agent in book entry form with appropriate restrictions relating to the transfer of such shares of Restricted Stock. View More
