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 Compensation Committee may, from time to time and upon such terms and conditions as it or, in accordance with Section 11(d), an Authorized Officer may determine, authorize the grant or sale of sell Restricted Stock to Participants. Each such grant or sale may will utilize any or all of the authorizations, and will be subject to all of the requirements, contained authorizations as specified in the following provisions: (a) Each such grant or sale will constitute an immediate transfer of the o...wnership 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 Participant, as determined by the Market Value per Share on Compensation Committee or an Authorized Officer 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 Code, as determined by the Compensation Committee on or an Authorized Officer 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. In the case of this Plan. grants that are a form of payment for earned Performance Shares or Performance Units or other awards, such grant may provide for no minimum vesting period. (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 set forth in this Plan, and to the extent prescribed by the Compensation Committee on at the Date of Grant (which restrictions may include include, without limitation, rights of repurchase or first refusal of in the Company Corporation 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. Each grant may specify in respect of such Management Objectives a minimum acceptable level or levels 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(s), but falls short of full achievement of the specified Management Objectives. The grant or sale of Restricted Stock will specify that, before the termination or early termination of the restrictions applicable to such Restricted Stock, the Compensation Committee must certify that the Management Objectives have been satisfied. (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 lapse or other modification in the event of the retirement, termination without Cause, resignation for Good Reason, Normal Retirement, termination due to death or disability Disability of the Participant, Change in Control, or the grant of a Participant or in the event of a Change in Control. Substitute 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 be automatically deferred and/or reinvested in additional shares of Restricted Stock, which will Stock (which may be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such dividends Award) or other distributions be paid in cash on Restricted Stock will be a deferred until, and paid or contingent upon, the vesting of such Restricted Stock. basis. (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 Compensation Committee or an Authorized Officer may approve. Unless otherwise directed by the Compensation Committee, (i) all certificates representing shares of Restricted Stock will be held in custody by the Company Corporation 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 of Common Stock, or (ii) all uncertificated shares of Restricted Stock will be held at the Company's Corporation'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 Compensation Committee may, from time to time and upon such terms and conditions as it or, in accordance with Section 11(d), an Authorized Officer may determine, authorize the grant or sale of sell Restricted Stock to Participants. Each such grant or sale may will utilize any or all of the authorizations, and will be subject to all of the requirements, contained authorizations as specified in the following provisions: (a) Each such grant or sale will constitute an immediate transfer of the o...wnership 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 Participant, as determined by the Market Value per Share on Compensation Committee or an Authorized Officer 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 Code, as determined by the Compensation Committee on or an Authorized Officer 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. In the case of this Plan. grants that are a form of payment for earned Performance Shares or Performance Units or other awards, such grant may provide for no minimum vesting period. (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 set forth in this Plan, and to the extent prescribed by the Compensation Committee on at the Date of Grant (which restrictions may include include, without limitation, rights of repurchase or first refusal of in the Company Corporation 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. Each grant may specify in respect of such Management Objectives a minimum acceptable level or levels 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(s), but falls short of full achievement of the specified Management Objectives. The grant or sale of Restricted Stock will specify that, before the termination or early termination of the restrictions applicable to such Restricted Stock, the Compensation Committee must certify that the Management Objectives have been satisfied. (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, lapse or other modification, including in the event of the retirement, termination without Cause, resignation for Good Reason, Normal Retirement, termination due to death or disability Disability of the Participant, Change in Control, or the grant of a Participant or in the event of a Change in Control. Substitute 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 be automatically deferred and/or reinvested in additional shares of Restricted Stock, which will Stock (which may be subject to the same restrictions as the underlying award. For the avoidance of doubt, any such dividends Award) or other distributions be paid in cash on Restricted Stock will be a deferred until, and paid or contingent upon, the vesting of such Restricted Stock. basis. (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 Compensation Committee or an Authorized Officer may approve. Unless otherwise directed by the Compensation Committee, (i) all certificates representing shares of Restricted Stock will be held in custody by the Company Corporation 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 of Common Stock, or (ii) all uncertificated shares of Restricted Stock will be held at the Company's Corporation'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 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 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 service...s, 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 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 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 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 -10- 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 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. 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 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, any grant or sale 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, retirement or other termination of employment, 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 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) 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 the 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 of the 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
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 Shares to the Participant in consideration of the performance of services, e...ntitling 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. 10 (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 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 at the Date of Grant or until achievement of Management Objectives referred to in Section 6(e) subparagraph (e) below. If the elimination of this Plan. restrictions is based only on the passage of time rather than the achievement of Management Objectives, the period of time will be no shorter than one year. (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 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. Stock; provided, however, that notwithstanding subparagraph (c) above, restrictions relating to Restricted Stock that vest upon the achievement of Management Objectives may not terminate sooner than after one year. (f) Notwithstanding anything to the contrary contained in this Plan, Plan (including minimum vesting requirements), any grant or sale of 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. Control only where either (i) within a specified period the Participant's service is involuntarily terminated for reasons other than for cause or the Participant terminates his or her employment or service for good reason or (ii) such Restricted Stock is not assumed or converted into replacement awards in a manner described in the Award Agreement; provided, however, that no award of Restricted Stock intended to be a Qualified Performance-Based Award will provide for such early termination of restrictions (other than in connection with the death or disability of the Participant or a Change in Control) to the extent such provisions would cause such award to fail to be a 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 be automatically deferred and/or and reinvested in additional 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 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 Agreement 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 11 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
Restricted Stock. The Committee may, from time to time time, subject to the limitations in Section 3 of this Plan 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 Participan...t 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 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 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 at the Date of Grant or until achievement of Management Objectives referred to in Section 6(e) subparagraph (e) below. If the elimination of this Plan. restrictions is based only on the passage of time rather than the achievement of Management Objectives, the period of time will be no shorter than three years, except that the restrictions may be removed ratably during the three-year period as determined by the Committee; provided, however, that a grant or sale of Restricted Stock to a non-employee Director need not be subject to any minimum vesting period. (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 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. Stock; provided, however, that notwithstanding subparagraph (c) above, restrictions relating to Restricted Stock that vests upon the achievement of Management Objectives may not terminate sooner than one year, except with respect to a grant of Restricted Stock to a non-employee Director. 12 (f) Notwithstanding anything to the contrary contained in this Plan, any grant or sale of Restricted Stock may provide for continued vesting or the earlier termination of restrictions on such Restricted Stock, including (i) in the event of the retirement, Retirement, death or disability Disability of a Participant or (ii) in the event of a Change in Control. Control where either (A) within a specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (B) such Restricted Stock is not assumed or converted into replacement awards in a manner described in the Evidence of Award; provided, however, that no award of Restricted Stock intended to be a Qualified Performance-Based Award will provide for such early termination of restrictions (other than in connection with the death or Disability of the Participant or a Change in Control) to the extent such provisions would cause such award to fail to be a 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 be automatically deferred and/or and reinvested in additional 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 Restricted Stock will be deferred until, until and paid contingent upon, upon the achievement of any Management Objectives and/or the end of any applicable time-based vesting of such Restricted Stock. period. (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
