Restricted Stock and Stock Options. Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.
Restricted Stock and Stock Options. Upon the occurrence of a Covered Termination, all shares of restricted stock of the Company and all options to purchase shares of the Company's common stock previously awarded to the Executive shall immediately vest.
Restricted Stock and Stock Options. All restrictions upon any Restricted Stock which may have been awarded to Executive shall expire and be removed, such Restricted Stock shall vest according to the schedule for vesting following the Termination Date and through the date of the final payment of Salary Continuation (unless otherwise expired or removed and vested pursuant to the terms of any Restricted Stock Award pursuant to the 1993 Omnibus Stock Plan or any Award Plan), and such stock shall be delivered to Executive. All Options granted to Executive prior to the Termination Date shall continue to vest, according to their schedule following the Termination Date and through the date of the final payment of Salary Continuation (unless otherwise previously vested pursuant to the 1993 Omnibus Stock Plan or any other Award Plan). No Stock Options or Restricted Stock will be granted to Executive after the Termination Date. In lieu of Company Shares issuable upon exercise of any vested, outstanding and unexercised Options granted to Executive, Executive may, at Executive's option, receive an amount in cash equal to the product of (i) the Fair Market Value of Company Shares on the Termination Date over the per share exercise price of each vested Option held by Executive, times (ii) the number of Company Shares covered by each such Option. In the event Executive does not elect to receive a cash payment for any vested, outstanding and unexercised Options granted to Executive, Executive shall have the right to otherwise exercise such Options in accordance with the terms and conditions provided in the 1993 Omnibus Stock Plan or any other applicable Award Plans.
Restricted Stock and Stock Options. This Agreement does not incorporate, supercede, nor any way affect any Stock Incentive Plan, restricted stock agreements or any stock option grants, all of which are governed by separate documents.
Restricted Stock and Stock Options. The Employee has purchased shares of Class A Common Stock of the Employer pursuant to the Securities Purchase and Stockholders Agreement, dated as of May 28, 1997, between the Employer and the Employee (the "1997 Purchase Agreement") and has been granted options to acquire shares of Class A Common Stock of the Employer, pursuant to the Stock Option Agreement, dated as of May 28, 1997, between the Employer and the Employee (the "1997 Stock Option Agreement"). The stock options granted to the Employee under the 1997 Stock Option Agreement were granted pursuant to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The 1997 Purchase Agreement and the 1997 Stock Option Agreement are referred to in this Agreement as the "Other Agreements." Except as otherwise provided in this Agreement with respect to payments under the Executive Bonus Plan and except as hereafter mutually agreed by the Employer and the Employee, in the event of a Change in Control (as defined below), to the extent not fully vested at such time, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock or other similar plans maintained by the Employer.
Restricted Stock and Stock Options. (i) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise, 20,000 shares of the Company’s restricted stock. Such shares of restricted stock shall vest in equal installments on each of the first, second, third and fourth anniversaries of the Effective Date. Dividends on restricted stock shall be paid to Executive at such times as dividends are paid to shareholders of the Company’s common stock.
Restricted Stock and Stock Options. In addition to the payments provided above, on Monday, January 3, 2000, the Compensation Committee granted to the Executive, subject to the execution of this Agreement, (i) an award of 150,000 restricted shares of the Common Stock of Donnkenny pursuant to Donnkenny's Restricted Stock Plan (the "Restricted Stock Plan") at a purchase price equal to the aggregate par value of such shares (i.e., $.01 per share); and (ii) options to purchase 150,000 shares of Donnkenny Common Stock pursuant to Donnkenny's Incentive Stock Option Plan (the "Stock Option Plan"), with the purchase price upon exercise of such options equal to $11/16 (i.e. $0.6875) per share i.e. the closing price of the Common Stock on the date of such grant. The shares of restricted stock and options shall vest as follows: (A) 100,000 options are deemed fully vested, exercisable and nonforfeitable on June 30, 2000, and the remaining 50,000 options will become fully vested, exercisable and nonforfeitable on December 31, 2000, and (B) 150,000 shares of restricted stock shall vest on December 31, 2002 and, with respect to the options, such options shall remain exercisable during the remainder of their respective terms notwithstanding any termination of the Executive's employment except as otherwise provided in the grant agreements referred to below; provided, however, that, anything herein or in the grant agreements to the contrary notwithstanding, the vesting of such shares of restricted stock and options shall be accelerated in the event of a Change in Control (as defined herein), a termination of Executive's employment by the Company without Cause (as defined below), a termination of Executive's employment for Good Reason (as defined below), or a termination of Executive's employment as a result of the death or disability of Executive and, in the case of certain of the options, in certain other circumstances set forth in the grant agreement referred to below. With respect to the options, such options shall be incentive stock options to fullest extent permitted by applicable law and the Stock Option Plan. The grant of the shares of restricted stock and options has been made by the Compensation Committee pursuant to the grant agreements attached hereto as Annexes A, B-1 (with respect to incentive stock options) and B-2 (with respect to non-qualified stock options), respectively. Anything herein to the contrary notwithstanding, in the event a Change of Control shall not be consummated on or before Jun...
Restricted Stock and Stock Options. Executive has been granted 1,600,000 restricted shares of Company Common Stock (the “Restricted Shares“) under the GraphOn Corporation 2012 Equity Incentive Plan (the “2012 Equity Plan”), pursuant to two Restricted Stock Agreements dated August 15, 2012 (the “Restricted Stock Agreements”). Executive has been granted stock options under the GraphOn Corporation 2008 Equity Incentive Plan, as amended (the “2008 Equity Plan”) to acquire 1,000,000 shares of Company Common Stock pursuant to an award made February 22, 2012 (the “Time-Vesting Options“) and to acquire 1,000,000 shares of Company Common Stock pursuant to an award made September 8, 2011 (the “Performance Options,“ and collectively with the Time-Vesting Options, the “Stock Options”). The Restricted Shares and Time-Vesting Options are scheduled to vest over a period of 33 months commencing in the fourth month following the grant effective date. The Performance Options are scheduled to vest and become exercisable upon the satisfaction of specified performance goals over a period of three years. Notwithstanding any contrary provision of the 2012 Equity Plan, the 2008 Equity Plan, the Restricted Stock Agreements, or the Stock Option awards, if Executive’s employment is terminated as a result of Executive’s death or Disability (pursuant to Section 12(a)), by the Company without Cause (pursuant to Section 12(c)), or by Executive for Good Reason (pursuant to Section 12(d)), then, immediately upon such termination, all of Executive’s unvested Restricted Shares shall vest and no longer be subject to the Company’s “Return Right” (as defined in the 2012 Equity Plan) and all of the Stock Options shall immediately vest and become exercisable for the applicable period following termination specified in the 2008 Equity Plan. The accelerated vesting provisions of this Section 6 also shall apply to any restricted stock and stock option awards made by the Company to Executive after the date of this Agreement, whether or not so stated in the applicable grant agreements, and such future awards shall be included in the definitions of “Restricted Shares” and “Stock Options” under this Agreement.
Restricted Stock and Stock Options. Upon the Executive’s complete and final voluntary termination of employment pursuant to Section 5(f) of this Agreement after attaining age sixty-three (63) (such complete and final voluntary termination of employment at such time referred to as “Retirement”), unvested grants of Restricted Stock and Stock Options (collectively “Stock Grants”) awarded to the Executive pursuant to one or more Restricted Stock Agreements (“Restricted Stock Agreement”) and one or more Stock Option Grant Agreements (“Stock Option Agreement”) under the Cascade Bancorp 2008 Performance Incentive Plan (“Incentive Plan”) will continue to vest following Retirement in accordance with the vesting schedules set forth in the respective Restricted Stock Agreements and Stock Option Agreements, notwithstanding anything to the contrary under the applicable Restricted Stock Agreement, Stock Option Agreement or the Incentive Plan. Notwithstanding the preceding, this Section 4(f) shall not apply to that certain Stock Option Grant evidenced by the certain Stock Option Grant Agreements dated February 3, 2015. Vesting of the Stock Option Grants pursuant to the Agreements dated February 3, 2015 will only occur pursuant to the terms and conditions contained in the Agreements.
Restricted Stock and Stock Options. Provided that the Executive remains employed with the Company at least through December 31, 2014, upon the Executive’s termination of employment pursuant to Section 5(f) of this Agreement after attaining age sixty-three (63), unvested grants of Restricted Stock and Stock Options awarded to the Executive pursuant to one or more Restricted Stock Agreements (“Restricted Stock Agreement”) and one or more Stock Option Grant Agreements (“Stock Option Agreement”) under the Cascade Bancorp 2008 Performance Incentive Plan (“Incentive Plan”) will continue to vest in accordance with the vesting schedules set forth in the respective Restricted Stock Agreements and Stock Option Agreements, notwithstanding anything to the contrary under the applicable Restricted Stock Agreement, Stock Option Agreement or the Incentive Plan.
