Vesting of Restricted Stock Contract Clauses (267)

Grouped Into 20 Collections of Similar Clauses From Business Contracts

This page contains Vesting of Restricted Stock clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Vesting of Restricted Stock. (a) General Vesting. The Shares of Restricted Stock shall become vested in the following amounts, at the following times and upon the following conditions, provided that the Termination of Service of the Participant does not occur before the applicable date on which the Shares of Restricted Stock become vested (the "Vesting Date"): Number of Shares of Restricted Stock Vesting Date [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] Except as otherwise provided in Sections 2(b) and 4 hereof, there shall be no propor...tionate or partial vesting of Shares of Restricted Stock in or during the months, days or periods prior to each Vesting Date, and all vesting of Shares of Restricted Stock shall occur only on the applicable Vesting Date. (b) Acceleration of Vesting at Company Discretion. Notwithstanding any other term or provision of this Agreement, the Board or the Administrator shall be authorized, in its sole discretion, based upon its review and evaluation of the performance of the Participant, the Company and the Employer of the Participant, or any corporate transaction relating to the Company, to accelerate the vesting of any Shares of Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Board or the Administrator shall deem advisable. (c) Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated: (i) "Non-Vested Shares" means any portion of the Shares of Restricted Stock subject to this Agreement that has not become vested pursuant to this Section 2. (ii) "Vested Shares" means any portion of the Shares of Restricted Stock subject to this Agreement that is and has become vested pursuant to this Section 2. View More
Vesting of Restricted Stock. (a) General Vesting. The Shares Except as otherwise provided in Sections 2(b) and 4 hereof, provided that the continuous service of the Recipient continues through and on the applicable Vesting Date, the shares of Restricted Stock shall become vested in the following amounts, at the following times and upon the following conditions, provided that the Termination of Service of the Participant does not occur before the applicable date on which the Shares of Restricted Stock become vested (the "Ves...ting Date"): conditions: Number of Shares of Restricted Stock Vesting Date [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] Except as otherwise provided in Sections 2(b) and 4 hereof, there 250,000 October 1, 2015 There shall be no proportionate or partial vesting of Shares shares of Restricted Stock in or during the months, days or periods prior to each Vesting Date, and all vesting of Shares shares of Restricted Stock shall occur only on the applicable Vesting Date. (b) Acceleration of Vesting at Company Discretion. Notwithstanding any other term or provision of this Agreement, the Board or of Directors of the Administrator Company shall be authorized, in its sole discretion, based upon its review and evaluation of the performance of the Participant, the Company and the Employer of the Participant, or any corporate transaction relating to the Company, to accelerate the vesting of any Shares shares of Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Board or the Administrator shall deem advisable. (c) Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated: (i) "Non-Vested (i)"Non-Vested Shares" means any portion of the Shares of Restricted Stock subject to this Agreement that has not become vested pursuant to this Section 2. (ii) "Vested (ii)"Vested Shares" means any portion of the Shares of Restricted Stock subject to this Agreement that is and has become vested pursuant to this Section 2. View More
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Vesting of Restricted Stock. Subject to the terms and conditions set forth in the Plan and this Agreement, the Restricted Stock will vest as follows: (a) General. Except as otherwise provided in Sections 3(b) and 4, the shares of Restricted Stock will vest in equal annual installments of [ ] over a [ ]-year period on each anniversary of the Date of Grant, subject to the Participant's continued Service through each applicable vesting date. (b) Change in Control. Subject to the Participant's continued Service through the date... of a Change in Control: (i) if the consideration paid in connection with that Change in Control for the same class of the Company's equity securities as the then-outstanding shares of Restricted Stock is all cash, then all shares of Restricted Stock will become fully vested immediately prior to the consummation of that Change in Control; or (ii) if (x) the consideration paid in connection with that Change in Control for the same class of the Company's equity securities underlying the then outstanding shares of Restricted Stock is all equity securities, or part cash and part equity securities, (y) the the-outstanding shares of Restricted Stock are assumed or substituted by the acquirer in that Change in Control for awards with substantially the same or comparable terms (including with respect to then-current economic value) and (z) the Participant's Service is terminated (1) without Cause or, (2) to the extent the Participant is party to an employment letter or agreement with the Company or any Subsidiary that defines "Good Reason" (or any similar term), by the Participant for Good Reason, then within twelve (12) months following that Change in Control, all unvested shares of Restricted Stock will become fully vested upon that termination of Service. View More
Vesting of Restricted Stock. Subject to the terms and conditions set forth in the Plan and this Agreement, the Restricted Stock will vest as follows: (a) General. Except as otherwise provided in Sections 3(b) and 4, the shares of Restricted Stock will vest in equal annual installments of [ ] [25%]1 over a [ ]-year [four]2-year period on each anniversary of the Date of Grant, subject to the Participant's continued Service through each applicable vesting date. 1 NTD: Use "one-third" for annual option grants to directors. 2 NT...D: Use "three" for annual option grants to directors. (b) Change in Control. Subject to the Participant's continued Service through the date of a Change in Control: (i) if the consideration paid in connection with that Change in Control for the same class of the Company's equity securities as the then-outstanding shares of Restricted Stock is all cash, then all shares of Restricted Stock will become fully vested immediately prior to the consummation of that Change in Control; or (ii) if (x) the consideration paid in connection with that Change in Control for the same class of the Company's equity securities underlying the then outstanding shares of Restricted Stock is all equity securities, or part cash and part equity securities, (y) the the-outstanding shares of Restricted Stock are assumed or substituted by the acquirer in that Change in Control for awards with substantially the same or comparable terms (including with respect to then-current economic value) and (z) the Participant's Service is terminated (1) without Cause or, (2) to the extent the Participant is party to an employment letter or agreement with the Company or any Subsidiary that defines "Good Reason" (or any similar term), by the Participant for Good Reason, then within twelve (12) months following that Change in Control, all unvested shares of Restricted Stock will become fully vested upon that termination of Service. View More
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Vesting of Restricted Stock. (a) Vesting Schedule. The Award shall initially be unvested and shall vest in accordance with the following vesting schedule: (i) Provided that a Termination has not occurred, the Award shall vest in substantially equal quarterly installments over the three (3) year period following the Date of Grant, with the sole exception of the first installment which shall vest simultaneously with the second installment at the close of the second quarter; provided that the exact amounts and dates of vesting... installments shall be determined by the Company. (b) Termination. If a Termination occurs, the Award (or any portion thereof), to the extent not then vested or previously forfeited, shall immediately be forfeited without any further action by the Company or the Participant, and without any payment of consideration therefor. View More
Vesting of Restricted Stock. (a) Vesting Schedule. The Award shall initially be unvested and shall vest in accordance with the following vesting schedule: (i) Provided that a Termination has not occurred, the Award shall vest in substantially equal quarterly installments over the three (3) year period following the Date of Grant, with the sole exception of the first installment which shall vest simultaneously with the second installment at the close of the second quarter; provided that if the exact amounts shares of Restric...ted Stock are not evenly divisible, then no fractional shares shall vest and dates of vesting the installments shall be determined by the Company. as equal as possible with any smaller installments vesting first. (b) Termination. If a Termination occurs, the Award (or any portion thereof), to the extent not then vested or previously forfeited, shall immediately be forfeited without any further action by the Company or the Participant, and without any payment of consideration therefor. View More
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Vesting of Restricted Stock. (a) Vesting Schedule. The Award shall initially be unvested and shall vest in accordance with the following vesting schedule: (i) Provided that the Participant has not undergone a Termination, the Award shall vest in substantially equal quarterly installments over the three (3) year period following the Date of Grant, with the sole exception of the first installment which shall vest simultaneously with the second installment at the close of the second quarter; provided that the exact amounts and... dates of vesting installments shall be determined by the Company; and (ii) Provided that the Participant has not undergone a Termination prior to a Change in Control, any portion of the Award that has not vested in accordance with clause (i) above shall vest in full as of the date of such Change in Control. (b) Termination. If the Participant undergoes a Termination, the Award (or any portion thereof), to the extent not then vested or previously forfeited, shall immediately be forfeited without any further action by the Company or the Participant, and without any payment of consideration therefor; provided, however, that: (i) Upon the occurrence of a Qualifying Event on account of the death or Disability of the Participant, 100% of the Award shall vest (to the extent not previously vested) upon the date of such event; and (ii) Upon the occurrence of a Qualifying Event on account of the Retirement of the Participant, (A) 50% of the then unvested shares of Restricted Stock subject to the Award shall vest upon the date of such event, and (B) all other unvested shares of Restricted Stock shall immediately be forfeited without any further action by the Company or the Participant, and without any payment of consideration therefor. (c) For purposes hereof: (i) "Qualifying Event" shall mean a Termination as a result of the Participant's death, Disability or Retirement. (ii) "Retirement" shall mean the voluntary Termination of a Participant after (i) such Participant has reached age 65 and has at least five full years of service with the Company and its Affiliates (including Manager and its Affiliates) or (ii) (x) the Participant's age plus years of service with the Company and its Affiliates totals at least 65, (y) the Participant has reached age 55, and (z) the Participant has had a minimum of five years of service. View More
Vesting of Restricted Stock. (a) Vesting Schedule. The Award shall initially be unvested and shall vest in accordance with the following vesting schedule: (i) unvested. Provided that the Participant has not undergone a Termination, Termination (except as provided below) and a Manager Termination Event has not occurred, if the Participant is a Manager Employee, the Award shall vest in substantially equal quarterly installments over the three (3) year period following the Date of Grant, with the sole exception of the first in...stallment which shall vest simultaneously with the second installment at the close of the second quarter; Grant; provided that the exact amounts and dates of each installment vesting installments shall be determined by the Company; and (ii) Provided that the Participant has not undergone a Termination prior to a Change in Control, any portion of the Award that has not vested in accordance with clause (i) above shall vest in full as of the date of such Change in Control. Company. (b) Termination. If Except as provided below, upon any Manager Termination Event, Qualifying Manager Termination or if the Participant undergoes a Termination, this Award shall be treated in accordance with the Award (or any portion thereof), to the extent not then vested or previously forfeited, shall immediately be forfeited without any further action by the Company or the Participant, and without any payment of consideration therefor; provided, however, that: Plan. (i) Upon the occurrence of a Qualifying Event on account of the death or Disability of the Participant, 100% of the Award shall vest (to the extent not previously vested) upon the date of such event; and (ii) Upon the occurrence of a Qualifying Event Participant's Termination on account of the Retirement of the Participant, (A) 50% of the then unvested shares of Restricted Stock subject to the Award shall continue to vest upon in accordance with the date vesting schedule and on the vesting dates set forth in Section 2(a) above, subject to any accelerated vesting on account of such event, a Qualifying Manager Termination, Change in Control or as otherwise provided in the Plan, as applicable, provided that in applying this Retirement vesting provision, each vesting tranche will be reduced by 50%, and (B) all other unvested shares of Restricted Stock shall immediately be forfeited without any further action by the Company or the Participant, and without any payment of consideration therefor. (c) (ii) For purposes hereof: (i) "Qualifying Event" shall mean a Termination as a result of the Participant's death, Disability or Retirement. (ii) hereof, "Retirement" shall mean the voluntary Termination of a the Participant by the Participant after (i) such (A) the Participant has reached age 65 and has at least five full years of service with the Company and its Affiliates (including the Manager and its Affiliates) ("Years of Service") or (ii) (B) (x) the Participant's age plus years Years of service with the Company and its Affiliates Service totals at least 65, (y) the Participant has reached age 55, and (z) the Participant has had a minimum of five years Years of service. Service. View More
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Vesting of Restricted Stock. To the extent not previously forfeited, the shares of Restricted Stock shall vest and become nonforfeitable on the earlier of (i) the second anniversary of the Date of Grant, (ii) Grantee's death or permanent disability, or (iii) Grantee's termination of employment by the Company (including its subsidiaries or any successor) within one year following a Change in Control; provided, however, that the Change in Control-based vesting provided for in this clause (iii) shall not apply at any time that... such vesting would not be consistent with the requirements of Part 359 of the Rules and Regulations of the Federal Deposit Insurance Corporation (12 C.F.R. Part 359). If Grantee's employment with the Company (including subsidiaries) terminates for any reason prior to the second anniversary of the Date of Grant, all shares of Restricted Stock that are unvested (and that do not vest upon such termination pursuant to clause (ii) or (iii) of the preceding sentence) shall be immediately forfeited. For purposes of this Agreement, the term "Change in Control" has the meaning set forth in Section 6.2 of the Plan. Section 6.1 of the Plan shall not apply. View More
Vesting of Restricted Stock. To the extent not previously forfeited, the shares of Restricted Stock shall vest and become nonforfeitable on the earlier of (i) (A) with respect to 100,000 shares of Restricted Stock, the second anniversary of the Date of Grant, and (B) with respect to the remaining 20,483 shares of Restricted Stock, the third anniversary of the Date of Grant, (ii) Grantee's death or permanent disability, or (iii) Grantee's termination of employment by the Company (including its subsidiaries or any successor) ...within one year following a Change in Control; provided, however, that the Change in Control-based vesting provided for in this clause (iii) shall not apply at any time that such vesting would not be consistent with the requirements of Part 359 of the Rules and Regulations of the Federal Deposit Insurance Corporation (12 C.F.R. Part 359). If Grantee's employment with the Company (including subsidiaries) terminates for any reason prior to the second third anniversary of the Date of Grant, all shares of Restricted Stock that are unvested (and that do not vest upon such termination pursuant to clause (ii) or (iii) of the preceding sentence) shall be immediately forfeited. For purposes of this Agreement, the term "Change in Control" has means, with respect to the Company, a change in control within the meaning set forth in of Treasury Regulations Section 6.2 of the Plan. 1.280G-1Q&A 27-29 or Section 6.1 1.409A-3(i)(5)(i). Section 6 of the Plan shall not apply. View More
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Vesting of Restricted Stock. (a) Vesting Schedule. The Award shall initially be unvested and shall vest as follows: provided that the Participant has not undergone a Termination (and a Manager Termination Event has not occurred, if the Participant is a Manager Employee), the Award shall vest (A) with respect to one-third (1/3rd) of the Award on the first anniversary of the Date of Grant and (B) with respect to the remaining two-thirds (2/3rds) in substantially equal quarterly installments over the two (2) year period follow...ing the first anniversary of the Date of Grant; provided that the exact amounts and dates of vesting installments shall be determined by the Company. (b) Termination. Upon any Manager Termination Event, or if the Participant undergoes a Termination, this Award shall be treated in accordance with the Plan. View More
Vesting of Restricted Stock. (a) a. Vesting Schedule. The Award shall initially be unvested and shall vest as follows: provided that the Participant has not undergone a Termination (and a Manager Termination Event has not occurred, if the Participant is a Manager Employee), the Award shall vest (A) with respect to one-third (1/3rd) of the Award on the first anniversary of the Date of Grant and (B) with respect to the remaining two-thirds (2/3rds) in substantially equal quarterly installments over the two (2) year period fol...lowing the first anniversary of the Date of Grant; provided that the exact amounts and dates of vesting installments shall be determined by the Company. (b) Termination. Upon any Manager a Termination Event, or if the Participant undergoes a Termination, this Award shall be treated in accordance with the Plan. View More
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Vesting of Restricted Stock. A. Vesting. The Restricted Period for the Restricted Stock, or applicable installment of the Restricted Stock, will end, the risk of forfeiture and restrictions will lapse, and the Restricted Stock will vest as follows, provided you have not incurred a Forfeiture Event (as defined below): Completed Years of Employment/Service From Date of Grant Cumulative Vesting Percentage 1 [ ] % 2 [ ] % 3 [ ] % 4 Years or more [ ] % All or part of your Restricted Stock may vest earlier than described above in... this Paragraph 5A under the circumstances provided for in Paragraphs 5C, 5D or 5E below. B. Forfeiture Event. Subject to Paragraphs 5C, 5D and 5E below, the shares of your Restricted Stock that would otherwise vest on a Vesting Date will not vest and shall automatically be forfeited and returned to the Corporation, if after the Grant Date and prior to the Vesting Date for such Restricted Stock (i.e. during the applicable Restricted Period), you cease to be an Employee or service provider (a "Forfeiture Event"). C. Accelerated Vesting Upon Death or Disability. If you cease to be an Employee, Consultant or Director because of death or Disability during the Restricted Period, all restrictions remaining on your Restricted Stock shall terminate automatically and your Restricted Stock shall become immediately fully vested and nonforfeitable. D. Accelerated Vesting at the Committee's Discretion. The Committee may, in its discretion, at any time accelerate the vesting of your Restricted Stock on such terms and conditions as it deems appropriate. E. Change in Control. The Committee may, in its discretion, accelerate vesting upon a Change of Control of the Corporation. F. Mandatory Deferral of Vesting. If the vesting of Restricted Stock in any year could, in the Committee's opinion, when considered with your other compensation, 2 result in the Corporation's inability to deduct the value of your Shares because of the limitation on deductible compensation under Internal Revenue Code Section 162(m), then the Committee, in its sole discretion, may defer the Vesting Date applicable to your Restricted Stock (but only to the extent that, in the Committee's judgment, the value of your Restricted Stock would not be deductible) until the first business day of January in the year immediately following the date on which you cease to be an Employee. This Paragraph 5F shall not apply to the vesting of your Restricted Stock upon a Change in Control. View More
Vesting of Restricted Stock. A. Vesting. The Restricted Period for the Restricted Stock, or applicable installment of the Restricted Stock, will end, the risk of forfeiture and restrictions will lapse, and the Restricted Stock will vest as follows, provided you have not incurred a Forfeiture Event (as defined below): Completed Years Percentage of Employment/Service From Shares Vesting Cumulative Percentage Vested Vesting Date of Grant Cumulative Vesting Percentage 1 [ ] % 2 [ ] % 3 [ ] % 4 Years or more [ ] % (when Restrict...ed Period Ends) All or part of your Restricted Stock may vest earlier than described above in this Paragraph 5A under the circumstances provided for in Paragraphs 5C, 5D or 5E below. B. Forfeiture Event. Subject to Paragraphs 5C, 5D 5D, 5E, 5F and 5E 5G below, the shares of your Restricted Stock that would otherwise vest on a Vesting Date will not vest and shall automatically be forfeited and returned to the Corporation, Company, if after the Grant Date and prior to the Vesting Date for such Restricted Stock (i.e. during the applicable Restricted Period), you cease to be an Employee or service provider (a "Forfeiture Event"). C. Accelerated Vesting Upon Death Death, Disability or Disability. Retirement. If you cease to be an Employee, Consultant Employee or Director because of death death, Disability or Disability (in the case of Employees Only) Retirement during the Restricted Period, all restrictions remaining on your Restricted Stock shall terminate automatically and your Restricted Stock shall become immediately fully vested and nonforfeitable. 2 D. Accelerated Vesting Upon Termination Other Than for Cause. If the Company terminates your employment as an Employee other than for Cause and you are no longer employed by the Company or any Subsidiary, then all restrictions remaining on your Restricted Stock shall terminate automatically with respect to the number of such shares (rounded to the nearest whole number) equal to the respective total number of such shares granted to you multiplied by the number of full months that have elapsed since the Grant Date divided by the total number of full months in the respective Restricted Period, calculated separately for Restricted Stock having different Restricted Periods. All remaining shares of Restricted Stock shall be forfeited and returned to the Company. The Committee may, in its sole discretion, waive the restrictions remaining on and forfeiture of any or all such remaining shares of Restricted Stock either before or after your termination other than for Cause. E. Accelerated Vesting at the Committee's Discretion. The Committee may, in its discretion, at any time accelerate the vesting of your Restricted Stock on such terms and conditions as it deems appropriate. E. F. Change in Control. The Committee may, Unless the Committee, in its discretion, accelerate vesting upon prescribes an economically equivalent alternative approach, if a Change of in Control of the Corporation. F. Company occurs, and if the parties do not agree that your Restricted Stock award will be assumed or substituted by the successor or acquiring company (or a parent company thereof), then all of your Restricted Stock that is outstanding and has not previously been forfeited, shall become immediately fully vested and nonforfeitable as provided in Section 9 of the Plan. G. Mandatory Deferral of Vesting. If the vesting of Restricted Stock in any year could, in the Committee's opinion, when considered with your other compensation, 2 result in the Corporation's Company's inability to deduct the value of your Shares because of the limitation on deductible compensation under Internal Revenue Code Section 162(m), then the Committee, in its sole discretion, may defer the Vesting Date applicable to your Restricted Stock (but only to the extent that, in the Committee's judgment, the value of your Restricted Stock would not be deductible) until the first business day of January in the year immediately following the date on which you cease to be an Employee. This Paragraph 5F 5G shall not apply to the vesting of your Restricted Stock upon a Change in Control. View More
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Vesting of Restricted Stock. The shares of Common Stock subject to this Award shall remain forfeitable until the risks of forfeiture lapse according to the vesting schedule set forth in the Award Summary. Notwithstanding anything in the Plan, the Award Summary or this Agreement to the contrary, the shares of Common Stock subject to this Award will become fully vested upon a Change of Control.
Vesting of Restricted Stock. The shares of Common Stock subject to this Award shall remain forfeitable until the risks of forfeiture lapse according to the vesting schedule set forth in the Award Summary. Notwithstanding anything in the Plan, the Award Summary or this Agreement to the contrary, the shares of Common Stock subject to this Award will become fully vested upon a Change of Control.
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Vesting of Restricted Stock. Subject to the terms and conditions of this Award Agreement and the Plan, the Restricted Stock shall vest as follows:NUMBER OF SHARES: 22,910 VESTED ON OR AFTER: April 25, 20192. Stock Certificates. Certificates for the Restricted Stock shall be issued by the Corporation in the name of the Grantee and delivered to the Grantee at the time of grant. The certificates shall bear the following legend evidencing its restrictive nature as follows:THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES O...F STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE 2017 MANAGEMENT INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND A.M. CASTLE & CO. A COPY OF SUCH PLAN AND AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF A. M. CASTLE & CO., 1420 KENSINGTON ROAD, SUITE 220, OAK BROOK, ILLINOIS 60523.3. Effect of Termination of Service as a Director. If the Grantee's service as a director of the Corporation terminates for any reason, other than due to a Change in Control, as defined below, then any Restricted Stock not vested as of such date will be forfeited to the Corporation, subject in each case to acceleration of vesting, as determined by the Committee in its sole discretion. View More
Vesting of Restricted Stock. Subject to the terms and conditions of this Award Agreement and the Plan, the Restricted Stock shall vest as follows:NUMBER OF SHARES: 22,910 [*] VESTED ON OR AFTER: April 25, 20192. [*]2. Stock Certificates. Certificates for the Restricted Stock shall be issued by the Corporation in the name of the Grantee and delivered to the Grantee at the time of grant. The certificates shall bear the following legend evidencing its restrictive nature as follows:THE TRANSFERABILITY OF THIS CERTIFICATE AND TH...E SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE 2017 MANAGEMENT 2008 A. M. CASTLE & CO. OMNIBUS INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND A.M. A. M. CASTLE & CO. A COPY OF SUCH PLAN AND AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF A. M. CASTLE & CO., 1420 KENSINGTON ROAD, SUITE 220, OAK BROOK, ILLINOIS 60523.3. Effect of Termination of Service as a Director. If the Grantee's service as a director of the Corporation terminates for any reason, other than due to a Change in Control, as defined below, then any Restricted Stock not vested as of such date will be forfeited to the Corporation, subject in each case to acceleration of vesting, as determined by the Committee in its sole discretion. View More
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Vesting of Restricted Stock. (a) General Vesting. The shares of Restricted Stock shall become vested in the following amounts, at the following times and upon the following conditions, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date: Percentage of Restricted Stock Vesting Date Except as otherwise provided in Sections 3(b) and (c) and 5 hereof, or in the Plan, there shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, da...ys or periods prior to each Vesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable Vesting Date. The applicable Vesting Date shall be determined in reference to the date of execution of the offer letter between the Company and the Recipient. (b) Acceleration of Vesting Upon Change in Control. In the event that a "Change in Control" (as defined in the Plan) of the Company occurs during the Recipient's Continuous Service, the shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date of the Change in Control. (c) Acceleration of Vesting at Company Discretion. Notwithstanding any other term or provision of this Agreement, the Board shall be authorized, in its sole discretion, based upon its review and evaluation of the performance of the Recipient and of the Company, to accelerate the vesting of any shares of Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Board shall deem advisable. View More
Vesting of Restricted Stock. (a) General Vesting. The shares of Restricted Stock shall become vested in the following amounts, at the following times and upon the following conditions, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date: Percentage of Restricted Stock Vesting Date Except as otherwise provided in Sections 3(b) 2(b) and (c) and 5 4 hereof, or in the Plan, there shall be no proportionate or partial vesting of shares of Restricted Stock in or during the mon...ths, days or periods prior to each Vesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable Vesting Date. (b) Acceleration of Vesting of Vesting Date. The applicable Vesting Date shall be determined accelerated in reference to the date of execution of the offer letter between the Company and the Recipient. (b) Acceleration of Vesting Upon following events: i. Change in Control. In the event that a "Change Change in Control" (as defined in the Plan) Control of the Company occurs during the Recipient's Continuous Service, the shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date of the Change in Control. (c) ii. Termination for Good Reason. In the event the Recipient terminates his Continuous Service for Good Reason, the shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date of the termination. iii. Termination for Without Cause. In the event the Company terminates the Recipient from his Continuous Service Without Cause, the shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date of the termination. iv. Acceleration of Vesting at Company Discretion. Notwithstanding any other term or provision of this Agreement, the Board shall be authorized, in its sole discretion, based upon its review and evaluation of the performance of the Recipient and of the Company, to accelerate the vesting of any shares of Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Board shall deem advisable. View More
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