Restrictions Contract Clauses (916)

Restrictions. (a) Performance-Based RSUs constitute an unfunded and unsecured obligation of the Company. The Participant shall have no rights or privileges of a Company stockholder as to the Performance-Based RSUs prior to settlement in accordance with Section 4 of this Agreement ("Settlement"), including no right to vote or receive dividends or other distributions with respect to the Performance-Based RSUs. In addition, the following provisions shall apply: (i) the Participant shall not be entitled to delive...ry of a certificate or certificates for shares of Common Stock in connection with the Performance-Based RSUs until Settlement (if at all), and upon the satisfaction of all other applicable conditions; (ii) none of the Performance-Based RSUs may be sold, transferred (other than by will or the laws of descent and distribution), assigned, pledged or otherwise encumbered or disposed of prior to Settlement; and (iii) Any attempt to dispose of the Performance-Based RSUs or any interest in the Performance-Based RSUs in a manner contrary to the restrictions set forth in this Agreement shall be void and of no effect. View More

Restrictions. (a) The Participant shall have all rights and privileges of a stockholder of the Corporation with respect to the Restricted Shares, including voting rights and the right to receive dividends paid with respect to the Restricted Shares, except that the following restrictions shall apply until such time or times as these restrictions lapse under the Grant Notice or any provision of these Terms and Conditions: (i) the Participant shall not be entitled to delivery of any certificates for any of the R...estricted Shares until the restrictions imposed by the Grant Notice and these Terms and Conditions have lapsed with respect to those Restricted Shares; (ii) the Restricted Shares may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Participant before these restrictions have lapsed, except with the consent of the Corporation; (iii) the Restricted Shares shall be subject to forfeiture upon termination of the Participant's employment with the Corporation to the extent set forth in Section 6 below; and (iv) the Restricted Shares shall be subject to forfeiture (as determined by the Compensation Committee) in accordance with the terms of the Company's clawback or recoupment policy (as in effect from time to time). If any portion of the Restricted Shares becomes vested under Section 2 of the Grant Notice (or Section 6 below), such newly vested shares shall no longer be subject to the preceding restrictions. (b) Any attempt to dispose of Restricted Shares in a manner contrary to the restrictions set forth in the Grant Notice and these Terms and Conditions shall be ineffective. View More

Restrictions. Employee agrees that, in addition to the restrictions set forth in the Plan, at all times prior to the lapse of such restrictions pursuant to paragraph 4 hereof: (a) Employee shall not sell, transfer, pledge, hypothecate or otherwise encumber the Shares; and (b) In the event that Employee ceases to be either a member of the Board or employed by or engaged as a consultant to the Company (for any reason or no reason, and regardless of whether ceasing to be a director, employee or consultant is vol...untary or involuntary on the part of Employee), then, subject to paragraphs 4 and 5 hereof, Employee shall, for no consideration, forfeit and transfer to the Company all of the Shares that remain subject to the restrictions set forth in this paragraph 3. View More

Restrictions. The Participant has read and understands the restrictions, the limitations and the Company's rights set forth in the Plan and this Agreement that will be imposed on the RSUs and any Shares that may be issued in respect of the RSUs in accordance with the terms of the Plan and this Agreement.

Restrictions. Subject to any exceptions set forth in this Agreement, during the Restricted Period and until such time as the Restricted Stock Units are settled in accordance with Section 6, below, Restricted Stock Units or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock Units or the rights relating thereto shall ...be wholly ineffective and, if any such attempt is made, the Restricted Stock Units will be forfeited by the Grantee and all of the Grantee's rights to such units shall immediately terminate without any payment or consideration by the Company. 2 5. Rights as Shareholder; Dividend Equivalents. 5.1 The Grantee shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock. 5.2 Upon and following the settlement of the Restricted Stock Units, the Grantee shall be the record owner of the shares of Common Stock underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights). 5.3 Until such time as the Restricted Stock Units vest, the Grantee's Account shall be credited with an amount equal to all cash and stock dividends ("Dividend Equivalents") that would have been paid to the Grantee if one share of Common Stock had been issued on the Grant Date for each Restricted Stock Unit granted to the Grantee as set forth in this Agreement. Dividend Equivalents shall be subject to the same vesting restrictions as the Restricted Stock Units to which they are attributable and shall be paid on the same date that the Restricted Stock Units to which they are attributable are settled in accordance with Section 6 hereof. Dividend Equivalents credited to a Grantee's Account shall be distributed in cash or, at the discretion of the Board, in shares of Common Stock having a Fair Market Value equal to the amount of the Dividend Equivalents and interest, if any. View More

Restrictions. 8.1The Confidential Information Agreement. 8.2Agreement Not to Compete. 8.3Additional Definitions. 8.4Reasonable Restrictions On Competition Are Necessary. 8.5Restrictions Against Solicitation of Restricted Employees. 8.6Affiliates. 8.8Injunctive Relief. 8.9Severability. 8.10Section 8 Survives Termination.

Restrictions. (a) No Transfer. The PSUs granted hereunder may not be sold, transferred, pledged, assigned, encumbered, or otherwise alienated or hypothecated by the Employee other than by will or by the laws of descent and distribution, and any such purported sale, transfer, pledge, assignment or encumbrance, alienation or hypothecation shall be void and unenforceable against the Company and its Subsidiaries. (b) Forfeiture. Except as provided for in Section 2, if the Employee's employment with the Company te...rminates for any reason, the balance of the PSUs subject to the provisions of this Agreement which have not vested at the time of the Employee's termination of employment shall be forfeited by the Employee, and the Employee shall have no future rights with respect to any such unvested PSUs. (c) Clawback. This award and any resulting settlement of this award in Shares is subject to set-off, recoupment, or other recovery or "clawback" policy as required by applicable law, including any national exchange listing standards, or by any other future Company policy on the clawback of compensation for other reasons, as may be in place from time to time. The 9 foregoing provisions of this Section 3(c) shall cease to apply following a Change in Control, except as otherwise required by applicable law, including any national exchange listing standards. View More

Restrictions. The Shares issued to Shaikh pursuant to the terms of the Unit Purchase Agreement shall be subject, in addition to restrictions imposed by applicable securities laws, to the following transfer restrictions: 2.1 (i) the Shares shall be "restricted shares" within the meaning of Regulation D and Rule 144 under the Securities Act of 1933, as amended (the "Act"), and may not be offered or sold unless such offer or sale is registered under the Act or an exemption from registration is available; (ii) th...e provisions of Rule 144 under the Act shall permit resale of the Shares only under limited circumstances and such Shares must be held by Shaikh for at least six (6) months following issuance of such Shares before they can be resold pursuant to Rule 144 and then may be resold only in accordance with the requirements of Rule 144 (and any other applicable legal requirements); (iii) Shaikh hereby agrees to comply with the requirements of Rule 144 applicable to affiliates of the Company (even if Shaikh is not an affiliate of the Company under the Act), that impose limitations on the amount of securities sold in any three-month period by affiliates of the Company under Rule 144(e); and (iv) Shaikh hereby agrees to not permit the Shares to be encumbered by any Lien (as defined in the Unit Purchase Agreement) within six (6) months following issuance of such Shares; provided, that the restrictions in Section 2.1(iii) shall expire upon the earliest to occur of the following events: (a) the date on which Shaikh holds less than 1% of the issued and outstanding voting securities of the Company, on a fully diluted basis, (b) the date Shaikh's employment with the Company or any of its affiliates is involuntarily terminated by the Company or any of its affiliates, (c) the date Shaikh's employment with the Company or any of its affiliates is terminated by Shaikh for Good Reason (as such term is defined in any employment agreement between Shaikh and the Company or any of its affiliates), (d) ninety (90) days after the date of Shaikh's voluntary resignation of employment with the Company or any of its affiliates, or (e) upon a Change of Control Transaction (as defined in the Unit Purchase Agreement); 2.2 Shaikh shall be considered a "Restricted Person" under the Company's Insider Trading Policy (the "Insider Trading Policy") and shall be prohibited from conducting any sale of the Shares or any other shares of Common Stock held by Shaikh other than during a "trading window" set forth in an email to Restricted Persons prior to the beginning of such trading window; and the Company may, at any time, impose a "blackout" period pursuant to the Insider Trading Policy, during which period buying, selling or otherwise transferring securities by a specified group of insiders, which group of insiders may include Shaikh, would be considered inappropriate; provided, that the restrictions in this Section 2.2 shall expire upon the earlier of (a) the date of termination of Shaikh's employment with the Company or any of its affiliates or (b) termination of the restrictions in Section 2.1(iii) above at a time when Shaikh would not otherwise be deemed to be a "Restricted Person" under the terms of the Insider Trading Policy; and 2.3 Shaikh shall be prohibited from conducting any open-market sale of the Shares or any other shares of Common Stock held by Shaikh during the thirty (30) trading days immediately prior to the last day of the First Earnout Measurement Period and Second Earnout Measurement Period, as applicable. View More

Restrictions. In order to preserve the Confidential Information, and to protect the Global Eagle Companies' proprietary interest in its trade secrets, and to protect the goodwill of the Global Eagle Companies, and in consideration of the Shares or other payments pursuant to the Award, the Participant acknowledges that, for the Performance Period (through and including the Vesting Date), the Participant must not have, directly or indirectly: (i) solicited, induced or attempted to induce, on his or her own beha...lf or on behalf of any other person or organization, any of the Global Eagle Companies' clients who the Participant solicited or with whom the Participant substantially and directly dealt or became acquainted during his or her employment with the Global Eagle Companies for the purpose of either (a) inducing said client to terminate, diminish, or materially alter in a manner harmful to the Global Eagle Companies its relationship with the Global Eagle Companies, or (b) providing, or offering to provide, Conflicting Services to said client; or (ii) solicited for employment, hired or attempted to hire, on the Participant's own behalf or on behalf of any other person or organization, any of the Global Eagle Companies' consultants, personnel or employees (or anyone who was a client, consultant, member of the Global Eagle Companies' personnel or employee at any time within the twelve (12) month period immediately preceding the Vesting Date). In addition, during the Performance Period, the Participant must not have disparaged, criticized or ridiculed, or otherwise engaged in any conduct that is injurious to the reputation or interest of the Global Eagle Companies. Notwithstanding the foregoing, nothing in this Agreement prohibits the Participant from voluntarily communicating, without notice to or approval by the Company, with any federal or state government agency about a potential violation of a federal or state law or regulation or to participate in investigations, testify in proceedings regarding the Company's or any member of the Global Eagle Companies' past or future conduct, or engage in any activities protected under whistle blower statutes. Further, pursuant to the Defend Trade Secrets Act of 2016, the Participant shall not be held criminally, or civilly, liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, the Participant may disclose trade secrets in a complaint, or other document, filed Exhibit B to Performance-Based Restricted Stock Unit Grant Notice in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if the Participant files a lawsuit alleging retaliation by the Company or any member of the Global Eagle Companies for reporting a suspected violation of the law, the Participant may disclose the trade secret to the Participant's attorney and use the trade secret in the court proceeding, if the Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. View More

Restrictions. a. Lapse of Restrictions Generally. Restrictions on the PSUs will lapse to the extent that both the Service Condition and the Performance Condition are satisfied, based on the Committee Certification. Subject to paragraphs 5 and 6, the "Service Condition" will be satisfied with respect to the PSUs only if the Participant has been continuously employed by the Company or one of its Affiliates through the End Date, and the "Performance Condition" will be satisfied with respect to between 0% and 150...% of the Target PSUs based on attainment of Relative TSR in accordance with Appendix A. After the end of the Performance Period and prior to the issuance or delivery of any Shares pursuant to paragraph 7, the Committee shall certify the extent, if any, to which the Performance Condition was achieved.b. Maximum Value Limitation. Notwithstanding anything in this Award Agreement to the contrary, if the Final Value of the Shares otherwise issuable on lapse of the restrictions on the PSUs, as determined in accordance with this Award Agreement, exceeds the applicable Maximum Value, the number of Shares issued to the Participant will equal the number of Shares equal to such Maximum Value. "Final Value" means the closing price of a Share on the End Date, multiplied by the number of Shares otherwise issuable on lapse of the restrictions applicable to the PSUs (assuming for such purpose that the immediately preceding sentence did not apply). "Maximum Value" means the closing price of a Share on the Grant Date multiplied by the Target PSUs, multiplied by 5.c. Negative TSR. Notwithstanding anything in this Award Agreement to the contrary, if (i) the TSR of a Share is negative and (i) the number of Shares otherwise issuable on lapse of the 1 Exhibit 10.28restrictions applicable to the PSUs, as determined in accordance with this Award Agreement, exceeds the number of Target PSUs, the number of Shares issued to the Participant will equal the number of Target PSUs. View More