Restrictions on Transfer Contract Clauses (2,749)

Restrictions on Transfer. Except as otherwise permitted by the Committee acting in its discretion under the Plan, the RSUs and the Participant's right to receive Shares in settlement of vested RSUs may not be sold, assigned, transferred, pledged or otherwise alienated or disposed of (except by will or the laws of descent and distribution), and may not become subject to attachment, garnishment, execution or other legal or equitable process, and any attempt to do so shall be null and void.

Restrictions on Transfer. Purchaser hereby agrees not to make any disposition of all or any portion of the Shares unless and until (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registr...ation of such shares under the Securities Act. The Company shall not be required (i) to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement or (ii) to treat as the owner of such Shares or to accord the right to vote or to pay dividends to any transferee to whom such Shares shall have been so transferred. View More

Restrictions on Transfer. 5.1.Securities Law Restrictions. 5.3.Restrictive Legends. 5.5.Registration Rights. 6.1.Further Assurances. 6.2.Notices. 6.3.Entire Agreement. 6.4.Modifications and Amendments. 6.5.Waivers and Consents. 6.6.Assignment. 6.8.Governing Law. 6.9.Severability. 6.10.No Waiver of Rights, Powers and Remedies. 6.11.Survival of Representations and Warranties. 6.12.No Broker or Finder. 6.14.Counterparts. 6.15.Construction. 6.16.Mutual Drafting.

Restrictions on Transfer. The Director agrees for himself or herself, and his or her heirs, legatees and legal representatives, with respect to all shares granted hereunder (or any securities issued in lieu of or in substitution or exchange therefore) that such shares will not be sold or transferred except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or pursuant to an applicable exemption from registration (such as SEC Rule 144). The Director represents that such shares ar...e being acquired for the Director's own account and for purposes of investment, and not with a view to, or for sale in connection with, the distribution of such shares, nor with any present intention of distributing such shares. TWIN DISC, INCORPORATED By: ____________________________________ Its: ____________________________________ DIRECTOR: __________________________________________ EX-10.1 2 ex_209779.htm EXHIBIT 10.1 ex_209779.htm Exhibit 10.1 TWIN DISC, INCORPORATED NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT This RESTRICTED STOCK AGREEMENT (the "Agreement"), by and between TWIN DISC, INCORPORATED (the "Company") and _____________________ (the "Director") is dated this ___ day of __________, 20___, to memorialize awards of restricted stock under Twin Disc, Incorporated 2020 Stock Incentive Plan for Non-Employee Directors (the "Plan"). Capitalized terms not otherwise defined in this Agreement shall have the definition ascribed to those terms by the Plan. WHEREAS, the Company has adopted, and the shareholders of the Company have approved, the Plan, pursuant to which non-employee directors of the Company may receive a portion of their annual retainer in the form of restricted stock as of the day of each annual shareholders meeting, and pursuant to which non-employee directors of the Company may elect to receive all or a portion of the annual retainer they would otherwise receive in cash in the form of restricted stock; and WHEREAS, the Director and the Company wish to memorialize their agreement with respect to awards of restricted stock to the Director under the Plan. NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein set forth, the parties hereto agree as follows: 1. Restricted Stock Awards. Subject to the terms of the Plan, a copy of which has been provided to the Director and is incorporated herein by reference, and subject to the terms and conditions and restrictions set forth below, the Company agrees to grant to the Director the following number of shares of the common stock ("Restricted Stock") of the Company: a. The portion of the Director's annual retainer (exclusive of Board chair or meeting fees) that the Board determines shall be paid in the form of Restricted Stock. The number of shares of Restricted Stock shall be determined by dividing the dollar value of the portion of such annual retainer designated as payable in Restricted Stock by the Fair Market Value per share of Common Stock as of the date of the annual meeting of the Company's shareholders, and rounding down to the nearest whole share. b. The portion of the Director's annual retainer (exclusive of Board chair or committee fees) that would otherwise be paid in cash that the Director elects to receive in the form of Restricted Stock pursuant to a timely-filed and valid election delivered to the Company pursuant to the terms of the Plan. Any such retainer fee that the Director elects to receive in the form of Restricted Stock in lieu of cash shall be converted to a fixed number of shares of Restricted Stock by dividing the dollar value of the cash that would otherwise have been paid to the Director by the Fair Market Value per share of Common Stock as of the date such payment would have been made, and rounding down to the nearest whole share. View More

Restrictions on Transfer. The RSUs are not transferable by Participant otherwise than by will or the laws of descent and distribution. The naming of a Designated Beneficiary does not constitute a transfer.

Restrictions on Transfer. (a) The Participant shall not sell, assign, transfer, pledge or otherwise encumber any Performance RSUs, either voluntarily or by operation of law. (b) The Company shall not be required (i) to transfer on its books any of the Performance RSUs which have been transferred in violation of any of the provisions set forth herein or (ii) to treat as the owner of such Performance RSUs any transferee to whom such Performance RSUs have been transferred in violation of any of the provisions contained here...in. View More

Restrictions on Transfer. I acknowledge that the investment in the Company is an illiquid investment. In particular, I recognize that: (a) Due to restrictions described below, the lack of any market liquid existing for these Shares, in the event I should attempt to sell my Shares in the Company, my investment will be highly illiquid and, probably must be held indefinitely. (b) I must bear the economic risk of investment in the Shares for an indefinite period of time, since the Shares have not been registered under the Se...curities Act of 1933, as amended, and issuance is made in reliance upon Rules 501-506 of Regulation D under the Act. Therefore, the Shares cannot be offered, sold, transferred, pledged, or hypothecated to any person unless either they are subsequently registered under said Act or an exemption from such registration is available and the favorable opinion of counsel for the Company to that effect is obtained, which is not anticipated. Further, unless said Shares are registered with the securities commission of the state in which offered and sold, I may not resell, hypothecate, transfer, assign or make other disposition of said Shares except in a transaction exempt or exempted from the registration requirement of the securities act of such state, and that the specific approval of such sales by the securities regulatory body of the state is required in some states. (c) My right to transfer my Shares will also be restricted by the legend endorsed on the certificates. View More

Restrictions on Transfer. The restricted Common Stock granted as a Restricted Stock Award under this Agreement shall not be sold, pledged, assigned, transferred, or encumbered prior to the time the Restricted Stock Award vests as described herein. Any attempt to sell, pledge, assign, transfer, encumber or otherwise dispose of the shares of Common Stock contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares, shall be null, void and without effect.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, encumber or dispose of all or any of his or her shares of Restricted Stock.

Restrictions on Transfer. (a) No purported sale, assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any PRSUs, or any agreement or commitment to do any of the foregoing (each a "Transfer") by any holder thereof will be valid, except with the prior written consent of the Board (such consent shall be granted or withheld in the sole discretion of the Board) or under the laws of descen...t and distribution. (b) Any purported Transfer of PRSUs or any economic benefit or interest therein in violation of this Agreement shall be null and void ab initio, and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any PRSUs or any economic benefit or interest therein transferred in violation of this Agreement shall not be entitled to be recognized as a holder thereof.3 (c) Without prejudice to the foregoing, in the event of a Transfer or an attempted Transfer in violation of this Agreement, all PRSUs relating thereto, and all of the rights related thereto, shall be immediately forfeited without consideration.11. Taxes. The Grantee may be required, as a condition to the delivery of any shares of Stock relating to the PRSUs, to pay to the Company, in cash, the amount of any applicable withholding taxes in respect thereof. The Company shall be entitled to take such other action as the Board or Committee deems necessary or appropriate to satisfy all obligations for the payment of such withholding taxes, including, solely in the Board's or the Committee's discretion, the withholding of shares of Stock with a maximum aggregate Fair Market Value equal to such amount of taxes required to be withheld, determined based on the greatest statutory withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment with respect to the PRSUs granted hereunder, as determined by the Company. View More