Stock Awards Clause Example with 10 Variations from Business Contracts
This page contains Stock Awards 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.
Stock Awards. The Committee may issue or transfer shares of Stock to any Employee, Consultant or Non-Management Director under a Stock Award, upon such terms and conditions as the Committee deems appropriate under this Section 11, subject to the limitations of Section 3(d). Shares of Stock issued or transferred pursuant to Stock Awards may be issued or transferred for cash consideration or for no cash consideration, and subject to restrictions or no restrictions, as determined by the Committee. The Committee ...may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals. (b) Number of Shares. The Committee shall determine the number of shares of Stock to be issued or transferred pursuant to a Stock Award and any restrictions applicable to such shares. (c) Requirement of Employment or Service. The Committee shall determine in the Grant Instrument under what circumstances a Participant may retain Stock Awards after termination of the Participant's employment or service, and the circumstances under which Stock Awards may be forfeited. 9 (d) Restrictions on Transfer. While Stock Awards are subject to restrictions, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death as described in Section 17. Each certificate, or electronic book entry equivalent, for a share of a Stock Award shall contain a legend giving appropriate notice of the restrictions in the Grant. The Participant shall be entitled to have the legend removed when all restrictions on such shares have lapsed. The Committee may retain possession of any stock certificates for Stock Awards until all restrictions on such shares have lapsed. (e) Right to Vote and to Receive Dividends. Unless the Committee determines otherwise, the Participant shall have the right to vote shares subject to Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The Committee may determine that a Participant's entitlement to dividends or other distributions with respect to a Stock Award shall be subject to achievement of performance goals or other conditions.View More
Variations of a "Stock Awards" Clause from Business Contracts
Stock Awards. The Committee may issue or transfer recommend to the Board the issuance of shares of Stock Class A common stock to any Employee, Consultant or Non-Management Director under a Stock Award, an employee upon such terms and conditions as the Committee deems appropriate under this Section 11, subject 8. The Committee may recommend to the limitations Board the issuance of Section 3(d). Shares shares of Stock issued or transferred pursuant to Stock Awards may be issued or transferred Class A common sto...ck for cash consideration or for no cash consideration, and subject to restrictions or no restrictions, as determined by the Committee. restrictions. The Committee may establish recommend conditions under which restrictions on Stock Awards stock awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals. (b) (a) Number of Shares. Shares Subject to a Stock Award. The Committee shall determine recommend the number of shares of Stock Class A common stock to be issued or transferred pursuant to a Stock Award stock award and any restrictions applicable to such shares. (c) the stock award. (b) Requirement of Employment or Service. The Committee Board shall determine specify in the Grant Instrument stock award agreement under what circumstances a Participant grantee may retain Stock Awards stock awards after termination of the Participant's grantee's employment or service, and under what circumstances the circumstances under which Stock Awards may be forfeited. 9 (d) grantee must forfeit the stock awards. (c) Restrictions on Transfer. While Stock Awards are During the period that the stock award is subject to restrictions, a Participant grantee may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award 5 subject to the stock award except upon death as described in Section 17. 13. Each certificate, or electronic book entry equivalent, for certificate representing a share of Class A common stock issued under a Stock Award stock award shall contain a legend giving appropriate notice of the transfer restrictions in on the Grant. stock award. The Participant grantee shall be entitled have the right to have the legend removed when all transfer restrictions on such the shares subject to the stock award have lapsed. The Committee Company may retain maintain possession of any certificates representing shares subject to the stock certificates for Stock Awards award until all transfer restrictions on such the shares subject to a stock award have lapsed. (e) (d) Right to To Vote and to To Receive Dividends. Unless the Committee determines otherwise, the Participant The grantee shall have the right to vote the shares subject to Stock Awards the stock award and to receive any dividends or other distributions paid on such the shares during the restriction period. The Committee may determine that a Participant's entitlement to dividends or other distributions with respect to a Stock Award shall be subject to achievement of performance goals or other conditions.View More
Stock Awards. The Committee Administrator may issue or transfer shares of Stock to any Employee, Consultant or Non-Management Director a Participant under a Stock Award, upon such terms and conditions as the Committee Administrator deems appropriate under this Section 11, subject to the limitations of Section 3(d). 11. Shares of Stock issued or transferred pursuant to Stock Awards may be issued or transferred for cash consideration or for no cash consideration, and subject to restrictions or no restrictions, ...as determined by the Committee. Administrator. The Committee Administrator may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee Administrator deems appropriate, including restrictions based upon the achievement of specific performance goals. (b) Number of Shares. The Committee Administrator shall determine the number of shares of Stock to be issued or transferred pursuant to a Stock Award and any restrictions applicable to such shares. (c) Requirement of Employment or Service. The Committee Administrator shall determine in the Grant Instrument under what circumstances a Participant may retain Stock Awards after termination of the Participant's employment or service, and the circumstances under which Stock Awards may be forfeited. 9 (d) Restrictions on Transfer. While Stock Awards are subject to restrictions, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death as described in Section 17. Each certificate, or electronic book entry equivalent, for a share of a Stock Award shall contain a legend giving appropriate notice of the restrictions in the Grant. The Participant shall be entitled to have the legend removed when all restrictions on such shares have lapsed. The Committee Administrator may retain possession of any stock certificates for Stock Awards until all restrictions on such shares have lapsed. (e) Right to Vote and to Receive Dividends. Unless the Committee determines otherwise, The Administrator shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares subject to of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The Committee Administrator may determine that a Participant's entitlement to dividends or other distributions with respect to a Stock Award shall be subject to achievement of performance goals or other conditions. View More
Stock Awards. The Committee may issue or transfer shares of Company Stock to any Employee, Consultant an Employee or Non-Management Non-Employee Director under a Stock Award, upon such terms and conditions as the Committee deems appropriate under and in accordance with this Section 11, subject to the limitations of Section 3(d). 9. Shares of Company Stock issued or transferred pursuant to Stock Awards may be issued or transferred for cash consideration or for no cash consideration, and subject to restrictions...or no restrictions, as determined by the Committee. The Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals. (b) Number goals; provided, however, that notwithstanding any other provision of Shares. the Amended and Restated Plan to the contrary, the Restriction Period with respect to any Grant of Stock Award granted on or after the Amended Effective Date shall be no less than one year (with no vesting conditions being satisfied prior to the first anniversary of the date of grant), except that the Committee shall be authorized (at the time of grant or thereafter) to provide for the earlier lapsing of restrictions (x) in the event of a Change of Control or a Participant's retirement, death or disability or (y) with respect to up to five percent (5%) of the total number of shares of Stock reserved for Grants under the Amended and Restated Plan (subject to the limitations set forth in Section 5 of the Amended and Restated Plan). The Committee shall determine the number of shares of Company Stock to be issued or transferred pursuant to a Stock Award and any restrictions applicable to such shares. (c) Award. (b) Requirement of Employment or Service. The Committee shall determine in the Grant Instrument Agreement under what circumstances a Participant may retain Stock Awards after termination of the Participant's employment or service, and the circumstances under which Stock Awards may be forfeited. 9 (d) (c) Restrictions on Transfer. While Stock Awards are subject to restrictions, During the Restriction Period, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death death, as described in Section 17. Each certificate, 14(a) or electronic book entry equivalent, as otherwise determined by the Committee. If certificates are issued, each certificate for a share of a Stock Award shall contain a legend giving appropriate notice of the restrictions in the Grant. The Subject to Section 15 of the Amended and Restated Plan, the Participant shall be entitled to have the legend removed when all restrictions on such shares have lapsed. The Committee Company may retain possession of any stock certificates for Stock Awards until all restrictions on such shares have lapsed. (e) 11 (d) Right to Vote and to Receive Dividends. Unless the The Committee determines otherwise, shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares subject to of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. Restriction Period. The Committee may determine that a Participant's entitlement dividends on Stock Awards shall be withheld while the Stock Awards are subject to restrictions and that the dividends shall be payable only upon the lapse of the restrictions on the Stock Awards, or on such other terms as the Committee determines. Notwithstanding anything to the contrary, in no event shall any dividends or other distributions with respect to a payable hereunder be paid unless and until any such shares of Stock Award to which any such dividends or other distributions relate are vested. Dividends that are not paid currently shall be subject credited to achievement bookkeeping accounts on the Company's records for purposes of performance goals the Amended and Restated Plan. Accumulated dividends may accrue interest, as determined by the Committee, and shall be paid in cash, shares of Company Stock, or in such other conditions. form as dividends are paid on Company Stock, as determined by the Committee. View More
Stock Awards. The Committee may issue or transfer shares of Stock to any Employee, Consultant an Employee or Non-Management Nonemployee Director under a Stock Award, upon such terms and conditions as the Committee deems appropriate under this Section 11, subject to the limitations of Section 3(d). 11. Shares of Stock issued or transferred pursuant to Stock Awards may be issued or 9 transferred for cash consideration or for no cash consideration, consideration (except as required by applicable law), and subjec...t to restrictions or no restrictions, as determined by the Committee. The Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals. The period of time during which the Stock Award will remain subject to restrictions, if any, will be designated in the Grant Instrument as the "Restriction Period." (b) Number of Shares. The Committee shall determine the number of shares of Stock to be issued or transferred pursuant to a Stock Award and any restrictions applicable to such shares. (c) Requirement of Employment or Service. If the Participant ceases to be employed by, or providing service to, the Company, or if other specified conditions are not met, the Stock Award shall terminate as to all shares covered by the Grant as to which the restrictions have not lapsed, and those shares of Stock must be immediately returned to the Company. The Committee shall determine in may provide for complete or partial exceptions to the Grant Instrument under what circumstances a Participant may retain Stock Awards after termination of the Participant's employment or service, and the circumstances under which Stock Awards may be forfeited. 9 service requirement as it deems appropriate. (d) Restrictions on Transfer. While Stock Awards are subject to restrictions, During the Restriction Period, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death as described in Section 17. Each certificate, or electronic book entry equivalent, certificate for a share of Stock underlying a Stock Award shall contain a legend giving appropriate notice of the restrictions in the Grant. The Participant shall be entitled to have the legend removed when from the stock certificate covering any shares as to which restrictions have lapsed. The Committee may determine that the Company will not issue certificates for shares of Stock underlying Stock Awards until all restrictions on such shares have lapsed. The Committee may lapsed, or that the Company will retain possession of any stock certificates for shares of Stock underlying Stock Awards until all restrictions on such shares have lapsed. Alternatively, the Participant's rights in the Stock Award shall be appropriately reflected in a book entry system maintained by the Company, and a stock certificate shall be issuable at the end of the Restriction Period. (e) Right to Vote and to Receive Dividends. Unless the The Committee determines otherwise, shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares subject to of Stock Awards and to receive any dividends or other distributions paid on such shares shares, during the restriction period. Restriction Period. The Committee may determine that a Participant's entitlement to dividends or other distributions with respect to a Stock Award shall be subject to achievement of performance goals or other conditions. conditions 10 12.Dividend Equivalents The Committee may grant Dividend Equivalents in connection with Grants (other than Options and SARs) under the Plan, under such terms and conditions as the Committee deems appropriate under this Section 12. All Dividend Equivalents may be paid to Participants currently or may be deferred as determined by the Committee and set forth in the Grant Instrument. All Dividend Equivalents that are not paid currently shall be credited to accounts on the Company's records for purposes of the Plan. Dividend Equivalents may be accrued as a cash obligation, or may be converted to Stock Units for the Participant. The Committee shall determine whether any deferred Dividend Equivalents will accrue interest. The Committee may provide that Dividend Equivalents shall be payable based on the achievement of specific performance goals. Dividend Equivalents may be payable in cash or shares of Stock or in a combination of two, as determined by the Committee.13.Other Stock-Based GrantsThe Committee may grant other awards that are based on, measured by or payable in Stock to Employees or Nonemployee Directors, on such terms and conditions as the Committee deems appropriate under this Section 13. Other Stock-Based Awards may be granted subject to achievement of performance goals or other conditions and may be payable in Stock or cash, or in a combination of the two, as determined by the Committee. The Committee may grant Dividend Equivalents with respect to Other Stock-Based Awards. View More
Stock Awards. The Committee may issue or transfer shares of Company Stock to any Employee, Consultant an Employee or Non-Management a Non-Employee Director under a Stock Award, upon such terms and conditions as the Committee deems appropriate under this Section 11, subject to the limitations of Section 3(d). 9. Shares of Company Stock issued or transferred pursuant to Stock Awards may be issued or transferred for cash consideration or for no cash consideration, and subject to restrictions or no restrictions, ...as determined by the Committee. The Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals. (b) Number of Shares. The Committee shall determine the number of shares of Company Stock to be issued or transferred pursuant to a Stock Award and Award. The Committee may accelerate the vesting of any restrictions applicable to such shares. (c) or all outstanding Stock Awards at any time for any reason. (b) Requirement of Employment or Service. The Committee shall determine in the Grant Instrument Agreement under what circumstances a Participant may retain Stock Awards after termination of the Participant's employment or service, and the circumstances under which Stock Awards may be forfeited. 9 (d) -9- (c) Restrictions on Transfer. While Stock Awards are subject to restrictions, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death as described in Section 17. Each certificate, or electronic book entry equivalent, 15(a). If certificates are issued, each certificate for a share of a Stock Award shall contain a legend giving appropriate notice of the restrictions in the Grant. The Participant shall be entitled to have the legend removed when all restrictions on such shares have lapsed. The Committee Company may retain possession of any stock certificates for Stock Awards until all restrictions on such shares have lapsed. (e) (d) Right to Vote and to Receive Dividends. Unless the The Committee determines otherwise, shall determine, consistent with this Section 9(d), to what extent, and under what conditions, the Participant shall have the right to vote shares subject to of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The Committee Dividends may determine that be deferred, but dividends payable to a Participant's entitlement Participant must be withheld while a Stock Award is subject to restrictions and such dividends or other distributions with may be payable only upon the lapse of the restrictions on the Stock Awards. With respect to a Stock Award shall be subject to that vests based on the achievement of performance goals, no dividends may be payable unless, and only to the extent, the performance goals are achieved (at least at the minimum threshold for performance). Dividends that are not paid currently shall be credited to bookkeeping accounts on the Company's records for purposes of the Plan. Accumulated dividends may accrue interest, as determined by the Committee, and shall be paid in cash, shares of Company Stock, or in such other conditions. form as dividends are paid on Company Stock, as determined by the Committee. Dividends with respect to a Grant of Stock Awards based on performance goals will be forfeited at such time as, and to the extent that, the Committee has determined that the performance goals with respect to such Grant have not been achieved or exceeded, at least at the minimum level of performance, or, if granted in connection with a Stock Award that vests solely based on the lapse of time, on the date the Stock Award (or portion thereof) is forfeited as provided by the Committee. View More
Stock Awards. The Committee may issue or transfer shares of Company Stock to any an Employee, Consultant Non-Employee Director or Non-Management Director Key Advisor under a Stock Award, upon such terms and conditions as the Committee deems appropriate under this Section 11, subject to the limitations of Section 3(d). 9. Shares of Company Stock issued or transferred pursuant to Stock Awards may be issued or transferred for cash consideration or for no cash consideration, and subject to restrictions or no rest...rictions, as determined by the Committee. The Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals. (b) Number of goals, such as Performance Shares. The Committee shall determine the number of shares of Company Stock to be issued or transferred pursuant to a Stock Award and any restrictions applicable to such shares. (c) Award. (b) Requirement of Employment or Service. The Committee shall determine in the Grant Instrument Award Agreement under what circumstances a Participant may retain Stock Awards after termination of the Participant's employment or service, and the circumstances under which Stock Awards may be forfeited. 9 (c) Section 83(b) Election. The Committee may provide in an Award Agreement that the Stock Award is conditioned upon the Participant making or refraining from making an election with respect to the Award under section 83(b) of the Code. If a Participant makes an election pursuant to section 83(b) of the Code concerning a Stock Award, the Participant shall be required to file promptly a copy of such election with the Company. (d) Restrictions on Transfer. While Stock Awards are subject to restrictions, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death as described in Section 17. Each certificate, or electronic book entry equivalent, 18. If certificates are issued, each certificate for a share of a Stock Award shall contain a legend giving appropriate notice of the restrictions in the Grant. Award. The Participant shall be entitled to have the legend removed when all restrictions on such shares have lapsed. The Committee Company may retain possession of any stock certificates for Stock Awards until all restrictions on such shares have lapsed. (e) Right to Vote and to Receive Dividends. Unless the The Committee determines otherwise, shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares subject to of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The Committee may determine that a Participant's entitlement to dividends or other distributions with respect to a on Stock Award Awards shall be withheld while the Stock Awards are subject to achievement restrictions and that the dividends shall be payable only upon the lapse of performance goals the restrictions on the Stock Awards, or on such other conditions. terms as the Committee determines. Dividends that are not paid currently shall be credited to bookkeeping accounts on the Company's records for purposes of the Plan. Accumulated dividends may accrue interest, as determined by the Committee, and shall be paid in cash, shares of Company Stock, or in such other form as dividends are paid on Company Stock, as determined by the Committee. View More
Stock Awards. The Committee may issue or transfer shares of Company Stock to any an Employee, Consultant or Non-Management Non-Employee Director under a Stock Award, upon such terms and conditions as the Committee deems appropriate under this Section 11, subject to the limitations of Section 3(d). 9. Shares of Company Stock issued or transferred pursuant to Stock Awards may be issued or transferred for cash consideration or for no cash consideration, and subject to restrictions or no restrictions, as determin...ed by the Committee. The Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals. (b) Number of Shares. The Committee shall determine the number of shares of Company Stock to be issued or transferred pursuant to a Stock Award and any restrictions applicable to such shares. (c) Award. (b) Requirement of Employment or Service. The Committee shall determine in the Grant Instrument Agreement under what circumstances a Participant may retain Stock Awards after termination of the Participant's employment or service, and the circumstances under which Stock Awards may be forfeited. 9 (d) (c) Restrictions on Transfer. While Stock Awards are subject to restrictions, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death as described in Section 17. Each certificate, or electronic book entry equivalent, 14(a). If certificates are issued, each certificate for a share of a Stock Award shall contain a legend giving appropriate notice of the restrictions in the Grant. The Participant shall be entitled to have the legend removed when all restrictions on such shares have lapsed. The Committee Company may retain possession of any stock certificates for Stock Awards until all restrictions on such shares have lapsed. (e) 10 (d) Right to Vote and to Receive Dividends. Unless the The Committee determines otherwise, shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares subject to of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The Committee may determine that a Participant's entitlement Dividends on Stock Awards shall be withheld while the Stock Awards are subject to dividends restrictions and that the Dividends shall be payable only upon the lapse of the restrictions on the Stock Awards, or on such other distributions terms as the Committee determines. Dividends that are not paid currently shall be credited to bookkeeping accounts on the Company's records for purposes of the Plan. Accumulated Dividends may accrue interest, as determined by the Committee, and shall be paid in cash, shares of Company Stock, or in such other form as Dividends are paid on Company Stock, as determined by the Committee. Notwithstanding the foregoing, with respect to a Dividends granted on or after the Second Restatement Effective Date in connection with Stock Award Awards, such Dividends shall be subject to achievement the same restrictions and a risk of performance goals or other conditions. forfeiture as the Stock Award with respect to which the Dividend accrues and shall not be paid unless and until such award has vested and been earned. View More
Stock Awards. The Committee may issue or transfer shares of Company Stock to any an Employee, Consultant or Non-Management Non-Employee Director under a Stock Award, upon such terms and conditions as the Committee deems appropriate under this Section 11, subject to the limitations of Section 3(d). 9. Shares of Company Stock issued or transferred pursuant to Stock Awards may be issued or transferred for cash consideration or for no cash consideration, and subject to restrictions or no restrictions, as determin...ed by the Committee. The Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals. (b) Number of Shares. The Committee shall determine the number of shares of Company Stock to be issued or transferred pursuant to a Stock Award and any restrictions applicable to such shares. (c) Requirement Award. (b)Requirement of Employment or Service. The Committee shall determine in the Grant Instrument Agreement under what circumstances a Participant may retain Stock Awards after termination of the Participant's employment or service, and the circumstances under which Stock Awards may be forfeited. 9 (d) Restrictions 8 (c)Restrictions on Transfer. While Stock Awards are subject to restrictions, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death as described in Section 17. Each certificate, or electronic book entry equivalent, 15(a). If certificates are issued, each certificate for a share of a Stock Award shall contain a legend giving appropriate notice of the restrictions in the Grant. The Participant shall be entitled to have the legend removed when all restrictions on such shares have lapsed. The Committee Company may retain possession of any stock certificates for Stock Awards until all restrictions on such shares have lapsed. (e) Right (d)Right to Vote and to Receive Dividends. Unless the The Committee determines otherwise, shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares subject to of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The Committee may determine that a Participant's entitlement to dividends or other distributions with respect to a on Stock Award Awards shall be withheld while the Stock Awards are subject to achievement restrictions and that the dividends shall be payable only upon the lapse of performance goals the restrictions on the Stock Awards, or on such other conditions. terms as the Committee determines. Dividends that are not paid currently shall be credited to bookkeeping accounts on the Company's records for purposes of the Plan. Accumulated dividends may accrue interest, as determined by the Committee, and shall be paid in cash, shares of Company Stock, or in such other form as dividends are paid on Company Stock, as determined by the Committee. View More
Stock Awards. The Committee may issue or transfer shares of Company Stock to any Employee, Consultant an Employee or Non-Management Non-Employee Director under a Stock Award, upon such terms and conditions as the Committee deems appropriate under this Section 11, subject to the limitations of Section 3(d). 9. Shares of Company Stock issued or transferred pursuant to Stock Awards may be issued or transferred for cash consideration or for no cash consideration, and subject to restrictions or no restrictions, as... determined by the Committee. The Subject to the restriction in Section 4(c) above, the Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals. (b) Number of Shares. The Committee shall determine the number of shares of Company Stock to be issued or transferred pursuant to a Stock Award and any restrictions applicable to such shares. (c) Award. (b) Requirement of Employment or Service. The Committee shall determine in the Grant Instrument Agreement under what circumstances a Participant may retain Stock Awards after termination of the Participant's employment or service, and the circumstances under which Stock Awards may be forfeited. 9 (d) (c) Restrictions on Transfer. While Stock Awards are subject to restrictions, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death as described in Section 17. Each certificate, or electronic book entry equivalent, 15(a) hereof. If a certificate is issued, each certificate for a share of a Stock Award shall contain a legend giving appropriate notice of the restrictions in the Grant. The Participant shall be entitled to have the legend removed when all restrictions on such shares have lapsed. The Committee Company may retain possession of any stock certificates for Stock Awards until all restrictions on such shares have lapsed. (e) (d) Right to Vote and to Receive Dividends. Unless the The Committee determines otherwise, shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares subject to of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The Committee may determine period; provided that a Participant's entitlement to dividends or other distributions with respect to a Stock Award Awards that vest based on performance shall vest and be subject paid only if and to achievement of performance goals or other conditions. the extent the underlying Stock Awards vest and are paid, as determined by the Committee. View More
Stock Awards. The Committee may issue or transfer shares of Company Stock to any Employee, Consultant an Employee or Non-Management Non-Employee Director under a Stock Award, upon such terms and conditions as the Committee deems appropriate under this Section 11, subject to the limitations of Section 3(d). 9. Shares of Company Stock issued or transferred pursuant to Stock Awards may be issued or transferred for cash consideration or for no cash consideration, and subject to restrictions or no restrictions, as... determined by the Committee. The Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals. (b) Number of Shares. The Committee shall determine the number of shares of Company Stock to be issued or transferred pursuant to a Stock Award and any restrictions applicable to such shares. (c) Award. (b) Requirement of Employment or Service. The Committee shall determine in the Grant Instrument Agreement under what circumstances a Participant may retain Stock Awards after termination of the Participant's employment or service, and the circumstances under which Stock Awards may be forfeited. 9 (d) (c) Restrictions on Transfer. While Stock Awards are subject to restrictions, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except upon death as described in Section 17. 15(a). Each certificate, or electronic book entry equivalent, certificate for a share of a Stock Award shall contain a legend giving appropriate notice of the restrictions in the Grant. The Participant shall be entitled to have the legend removed when all restrictions on such shares have lapsed. The Committee Company may retain possession of any stock certificates for Stock Awards until all restrictions on such shares have lapsed. (e) (d) Right to Vote and to Receive Dividends. Unless the The Committee determines otherwise, shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares subject to of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The Committee may determine that a Participant's entitlement to dividends or other distributions with respect to a Stock Award shall be subject to achievement of performance goals or other conditions.View More
