Restriction Period Contract Clauses (51)

Restriction Period. (a) The Restricted Stock Units subject to this Award Agreement are restricted from transfer until the restrictions lapse. Subject to the Grantee's termination of employment or services with the Corporation or a Subsidiary, as described in Section 3, below, the Restricted Stock Units subject to this Award Agreement shall vest in tranches as follow: 33-1/3% on ______________, 33-1/3% on ______________and 33-1/3% on ______________ (individually, or in the aggregate, a "Restriction Period"). Upon th...e lapse of the restrictions and subject to the tax withholding requirements described in Section 23 below, each vested Restricted Stock Unit shall be settled in the form of one share of the Corporation's Common Stock. (b) Notwithstanding the provisions of Section 2(a), the Restricted Stock Units subject to this Award Agreement shall become 100% vested and nonforfeitable and all restrictions shall lapse, subject to the tax withholding requirements described below upon the earliest to occur of either of the following: (i) In the event that a successor corporation (or the parent or a subsidiary thereof or the parent of the Corporation following a reverse triangular merger) refuses to assume or substitute for the Restricted Stock Units; and (ii) If the Grantee's employment or service is terminated without "Cause" or, if the Grantee is a party to a written severance agreement with the Corporation or a Subsidiary, by the Grantee for "Good Reason" (as defined in such agreement as in effect from time to time), which termination occurs in connection with or after the occurrence of a Change in Control, but not more than three years thereafter. (iii) For purposes of this Section 2(b), "Cause" means (A) if the Grantee is a party to a written severance agreement with the Corporation or a Subsidiary, "Cause" as defined in such agreement, as in effect from time to time, and (B) in all other cases, (i) personal dishonesty in connection with the performance of services for the Corporation, (ii) willful misconduct in connection with the performance of services for the Corporation, (iii) conviction for violation of any law involving imprisonment that interferes with performance of duties or moral turpitude, (iv) repeated and intentional failure to perform stated duties, after written notice is delivered identifying the failure, and it is not cured within 10 days following receipt of such notice, (v) breach of a fiduciary duty to the Corporation, or (vi) breach of the Proprietary Information and Invention Agreement or, to the extent executed by the Grantee, the Perceptron Executive Agreement Not to Compete. View More

Restriction Period. (a) The Restriction Period shall expire with respect to percent ( %) of the Restricted Share Units on the first anniversary of the Grant Date and with respect to an additional percent ( %) of such Restricted Share Units on each succeeding anniversary of the Grant Date so as to be expired with regard to all Restricted Share Units on the anniversary of the Grant Date, conditioned on each such date on the Participant maintaining continuous employment with (or other service-providing capacity with) ...the Company since the Grant Date (or if later, the date on which the Participant first became an employee or service provider). Notwithstanding the foregoing, the Restriction Period shall expire with respect to all Restricted Share Units upon the death or Disability of the Participant. (b) The Restriction Period shall be deemed to expire for all Restricted Share Units if, within twelve months after a Change in Control has occurred, the Participant's employment with or service to the Company or any Affiliate of the Company is terminated by the Company without Cause (as defined in the Plan) or the Participant resigns for Good Reason (as defined in the Plan). (c) In the event of the Participant's termination of employment on account of a Retirement before the end of the Restriction Period, unless different treatment is specified in an employment agreement between the Participant and the Company, the Restriction Period shall continue to expire in accordance with Section 3(a) without regard to any condition that the Participant maintain continuous employment with (or other service-providing capacity with) the Company. For purposes of the Agreement, "Retirement" shall be defined as the Participant's voluntary termination of employment on or after the date the Participant has attained fifty-nine (59) years of age and has provided ten (10) years of service to the Company. (d) If the Participant's employment with or service to the Company or any Affiliate is terminated, or the Participant otherwise separates from service under circumstances not described in Sections 3(a), 3(b) or 3(c), all Restricted Share Units as to which the Restriction Period has not expired shall be canceled immediately, and shall not be payable, except to the extent the Committee decides otherwise. View More

Restriction Period. The restriction period applicable to the Award granted hereunder is as follows: (a) All Shares shall be unvested at issuance. Subject to Section 3(b) below, 25% of the Shares shall vest on each of the first, second, third and fourth anniversary date of this Agreement (or the following business day if such date is not a business day) if the Participant remains continuously employed by the Company on such date. (b) Following a "Change of Control" (as defined herein), vesting of unvested Shares sha...ll not accelerate by reason of such Change of Control; provided, however, that 100% of the Shares shall vest if, following a Change of Control, the employment of the Participant is terminated by the Company or by the Subsidiary without Cause, or the Participant resigns with Good Reason. (c) All unvested Shares shall automatically be forfeited (and shall not vest) if the Participant's employment with the Company shall terminate for any reason (other than as provided in Section 3(b) above in the case of termination by the Company without Cause or by the Participant for Good Reason following a Change in Control) prior to the earlier of the date on which they otherwise would have vested pursuant to Section 3(a) above. (d) Participant shall be entitled to receipt of all dividends paid by the Company on its Shares, as and when such dividends are declared and paid to holders of Shares; provided, any dividends on unvested Shares shall be held and paid to Participant within 10 days after the vesting of such Shares after becoming vested. View More

Restriction Period. The Common Stock subject to this Award Agreement is restricted from transfer until the restrictions lapse. Subject to the Grantee's termination of employment or services with the Corporation or a Subsidiary, as described in Section 3, below, the Common Stock subject to this Award Agreement shall vest as follow: 33-1/3% on the first anniversary of the Grant Date, 33-1/3% on the second anniversary of the Grant Date and 33-1/3% on the third anniversary of the Grant Date (individually, or in the agg...regate, a "Restriction Period"). Upon the lapse of the restrictions and subject to the tax withholding requirements described in Section 21 below, the associated Common Stock shall become freely transferable if the Grantee's services or employment have not been terminated on or prior to such date. Notwithstanding the provisions of this subsection, in the event of a Change in Control, the Common Stock subject to this Award Agreement shall become 100% vested and nonforfeitable and all restrictions shall lapse, subject to the tax withholding requirements described below. Until the lapse of the restrictions in this Section 2, any certificate evidencing the Common Stock subject to this Award Agreement shall be held in escrow by the Corporation and carry a restrictive legend that prohibits any transfer including the assignment, hypothecation or pledge of the Common Stock subject to this Award Agreement, prior to the lapse of any remaining Restriction Period and satisfaction of the tax withholding requirements. View More

Restriction Period. The Common Stock subject to this Award Agreement is restricted from transfer until the restrictions lapse. Subject to the Grantee's termination of employment or services with the Corporation or a Subsidiary, as described in this Section 2, the Common Stock subject to this Award Agreement shall vest as follows: 75% on the earlier of (i) the first day of employment of a President and Chief Executive Officer to replace Grantee, or (ii) August 31, 2016 (the "Initial Vesting Date"), and 25% on the on...e year anniversary of the Initial Vesting Date, (individually, or in the aggregate, a "Restriction Period"). However, if prior to the Initial Vesting Date, the Grantee ceases to serve as President and Chief Executive Officer of the Corporation, the Restricted Stock will be forfeited. Following the Initial Vesting Date, any unvested portion of the Restricted Stock will terminate and be forfeited by Grantee if Grantee ceases to serve as a member of the Board of Directors of the Corporation and is not otherwise employed by the Corporation or one of its subsidiaries as an employee or independent contractor. Upon the lapse of the restrictions, the associated Common Stock shall become freely transferable. Notwithstanding the provisions of this subsection, (i) in the event of a termination by the Corporation of the Grantee's membership on the Board of Directors or failure to re-nominate the Grantee for election to the Board of Directors, or voluntary resignation by the Grantee from the Board of Directors at the request of the Board of Directors, following a Change in Control of the Corporation, (ii) failure of the Grantee to be reelected to the Board of Directors after being re-nominated for election by the Board of Directors, or (iii) in the event of a Change in Control, the Common Stock subject to this Award Agreement that has not previously been forfeited shall become 100% vested and nonforfeitable and all restrictions shall lapse. Until the lapse of the restrictions in this Section 2, any certificate evidencing the Common Stock subject to this Award Agreement shall be held in escrow by the Corporation and carry a restrictive legend that prohibits any transfer including the assignment, hypothecation or pledge of the Common Stock subject to this Award Agreement, prior to the lapse of any remaining Restriction Period. View More

Restriction Period. (a) The Restrictions described in Section 1 above shall commence on the Date of Grant and shall remain in place until the Restricted Units vest in accordance with the following schedule: Percentage of Restricted Units Vesting Date 40% August [1], 2014 20% February [1], 2015 20% February [1], 2016 20% February [1], 2017 The period during which the Restricted Units are subject to the Restrictions is hereafter referred to as the "Restriction Period." (b) Except as provided in Section 2(c) below, in... the event your status as an Employee is terminated prior to the expiration of the Restriction Period, all unvested Restricted Units shall automatically and immediately be forfeited and cancelled on the date of such termination. (c) Notwithstanding Section 2(b) above, any unvested Restricted Units shall not be forfeited and cancelled upon your termination of employment and will continue to vest in accordance with the schedule provided in Section 2(a) above if: (i) the Partnership terminates your employment for any reason other than for Cause or (ii) you experience a Qualifying Termination. View More

Restriction Period. The Common Shares subject to this Award Agreement are restricted from transfer until the restrictions lapse. Subject to the Grantee's termination of services as a member of the Board of Directors of the Corporation, as described in Section 3, below, the Common Shares subject to this Award Agreement shall vest according to the following schedule: one hundred thirty-seven thousand, five hundred (137,500) of the Restricted Shares shall vest, and the restrictions thereon shall lapse, on the Grant Da...te; an additional sixty-eight thousand seven hundred fifty (68,750) of the Restricted Shares shall vest, and the restrictions thereon shall lapse, on the first anniversary of the Grant Date; and the remaining sixty-eight thousand seven hundred fifty (68,750) Restricted Shares shall vest, and the restrictions thereon shall lapse, on the second anniversary of the Grant Date. Subject to Section 3, upon the lapse of the restrictions, the associated Common Shares shall become freely transferable if the Grantee's services, as a member of the Board of Directors of the Corporation, has not been terminated on or prior to such date. Notwithstanding the provisions of this subsection, in the event of a Change in Control or the dissolution or liquidation of the Corporation, the Common Shares subject to this Award Agreement shall become 100% vested and nonforfeitable and all restrictions shall lapse. Until the lapse of the restrictions in this Section 2, any certificate evidencing the Common Shares subject to this Award Agreement, shall carry a restrictive legend that prohibits any transfer including the assignment, hypothecation or pledge of the Common Shares subject to this Award Agreement, prior to the lapse of the Restriction Period. View More

Restriction Period. Common Stock awarded to you hereunder constitutes Restricted Stock within the meaning of the LTIP (your "Restricted Stock"), which means that during the Restriction Period you shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of the shares. Your "Restriction Period" commenced on February 15, 2013, and will lapse as of February 15, 2016. Upon the lapse of the Restriction Period, shares of Common Stock will then be delivered to you, free of restriction, whether certificate...d or in book entry form, provided that you have been continuously employed by the Company during such period. View More