Common use of Award of Restricted Stock Units Clause in Contracts

Award of Restricted Stock Units. A record of the Units awarded hereunder (the “Units”) shall be maintained for the Employee with the administrator designated by the Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”), subject to terms deemed appropriate by the Committee to reflect the restrictions applicable to such Award (the “Restrictions”), until all the Restrictions specifically set forth in this Agreement with respect to the Units shall expire or be canceled. Upon the lapse of all Restrictions relating to any Units, the Company shall deliver Shares underlying the vested Units. The Units shall have no voting rights. The Units shall be credited with Dividend Equivalents. A “Dividend Equivalent” is an amount equal to the cash dividend payable per Share, if any, multiplied by the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstanding. Dividend Equivalents credited with respect to Shares underlying the Units (i) shall not be paid to the Employee until the Restrictions with respect to the Units upon which such Dividend Equivalents were credited, expire or are canceled, (ii) shall be paid with respect to any Units which vest along with the Shares that are delivered, and (iii) shall immediately and automatically be cancelled with respect to Units which are forfeited or canceled. No interest will be accrued, credited or paid on Dividend Equivalents.

Award of Restricted Stock Units. A record (a) Subject to the provisions of the Plan and this Restricted Stock Unit Award Agreement, the Company hereby awards and authorizes the issuance to Employee of [###] Restricted Stock Units. Such Restricted Stock Units shall be issued with the restriction that the Employee may not sell, transfer, pledge, or assign the Shares associated with the Restricted Stock Units until the Restricted Stock Units are earned and the restrictions are removed as described below, and shall be subject to forfeiture and cancellation pursuant to the provisions of the Plan and this Restricted Stock Unit Award Agreement. The Employee shall have no voting rights with regard to Restricted Stock Units until the award vests. The Employee shall be eligible to receive dividends on the Restricted Stock Units to the extent dividends are paid by the Company to equity owners. All dividends paid on Restricted Stock Units shall be reinvested in additional Restricted Shares (which shall be subject to being earned by the Employee on the same basis as the original Restricted Stock Units). All Restricted Stock Units awarded hereunder (the “Units”) under this Restricted Stock Unit Award Agreement, and purchased with reinvested dividends, shall be maintained for uncertificated shares with notations describing the Employee with applicable restrictions of the administrator designated Plan and this Restricted Stock Unit Award Agreement, and no stock certificates shall be issued by the Compensation Company or its designated custodian until the restrictions are removed. No award or share under this Plan, and Human Resources Committee no rights or interest herein, shall be assignable or transferable by the Employee, except at death by will or by the laws of the Company’s Board descent and distribution. (b) The number of Directors (the “Committee”), subject to terms deemed appropriate Shares determined by the Committee to reflect have been earned by Employee under the restrictions applicable to such Plan and this Restricted Stock Unit Award (Agreement shall be final, conclusive and binding upon all parties, including the “Restrictions”), until all the Restrictions specifically set forth in this Agreement with respect to the Units shall expire or be canceled. Upon the lapse of all Restrictions relating to any UnitsEmployee, the Company shall deliver Shares underlying the vested Units. The Units shall have no voting rights. The Units shall be credited with Dividend Equivalents. A “Dividend Equivalent” is an amount equal to the cash dividend payable per Share, if any, multiplied by the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstanding. Dividend Equivalents credited with respect to Shares underlying the Units (i) shall not be paid to the Employee until the Restrictions with respect to the Units upon which such Dividend Equivalents were credited, expire or are canceled, (ii) shall be paid with respect to any Units which vest along with the Shares that are deliveredCompany, and (iii) shall immediately and automatically be cancelled with respect to Units which are forfeited or canceled. No interest will be accrued, credited or paid on Dividend Equivalentsits shareholders.

Award of Restricted Stock Units. A record (a) Subject to the terms and conditions of the Plan and this Agreement and in consideration of employment services rendered and to be rendered by the Participant to the Company, the Company hereby grants to the Participant 314,583 restricted stock units (the “Restricted Stock Units” or “PSUs”). Each Restricted Stock Unit entitles the Participant to such number of shares of Common Stock, subject to continued employment, upon vesting as is determined pursuant to Section 2 hereof. (b) This Award is being made and granted as a stand-alone award, separate and apart from, and outside of, the Plan, and shall not constitute an award granted under or pursuant to the Plan. Notwithstanding the foregoing, the terms, conditions and definitions set forth in the Plan (other than Section 11(i) of the Plan) shall apply to the Agreement and the Restricted Stock Units awarded hereunder (as if the “Units”) Restricted Stock Units had been granted under the Plan, and the Agreement shall be maintained for subject to such terms, conditions and definitions, which are hereby incorporated into this Agreement by reference (and any references to the Employee with Plan in this Agreement shall solely be interpreted to be references to the administrator designated by the Compensation and Human Resources Committee substance of the Company’s Board provisions of Directors (the “Committee”Plan so incorporated, but shall not in any way imply or indicate that this Award was granted under the Plan). For the avoidance of doubt, subject the Restricted Stock Units awarded under this Agreement shall not be counted for purposes of calculating the aggregate number of shares of Common Stock that may be issued or transferred pursuant to terms deemed appropriate by awards under the Committee to reflect the restrictions applicable to such Award (the “Restrictions”), until all the Restrictions specifically Plan as set forth in Section 4(a) of the Plan. In the event of any inconsistency between the Plan and this Agreement, the terms of this Agreement with respect shall control. (c) This Award is intended to constitute an “employment inducement grant” under NASDAQ Listing Rule 5635(c)(4), and consequently is intended to be exempt from the Units shall expire or be canceledNASDAQ rules regarding shareholder approval of stock option and stock purchase plans. Upon This Agreement and the lapse terms and conditions of all Restrictions relating to any Units, the Company shall deliver Shares underlying the vested Units. The Units shall have no voting rights. The Units PSUs shall be credited interpreted in accordance and consistent with Dividend Equivalents. A “Dividend Equivalent” is an amount equal to the cash dividend payable per Share, if any, multiplied by the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstanding. Dividend Equivalents credited with respect to Shares underlying the Units (i) shall not be paid to the Employee until the Restrictions with respect to the Units upon which such Dividend Equivalents were credited, expire or are canceled, (ii) shall be paid with respect to any Units which vest along with the Shares that are delivered, and (iii) shall immediately and automatically be cancelled with respect to Units which are forfeited or canceled. No interest will be accrued, credited or paid on Dividend Equivalentsexemption.

Award of Restricted Stock Units. A record of the Units awarded hereunder (the “Units”) shall be maintained for the Employee with the administrator designated by the Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”), subject to terms deemed appropriate by the Committee to reflect the restrictions applicable to such Award (the “Restrictions”), until all the Restrictions specifically set forth in this Agreement and in Section 9 of the Plan with respect to the Units shall expire or be canceled. Upon the lapse of all Restrictions relating to any Units, the Company shall deliver Shares underlying the vested Units. The Units shall have no voting rights. The Units shall be credited with Dividend Equivalents. A “Dividend Equivalent” is an amount equal to Equivalents as set forth in Section 9 of the cash dividend payable per Share, if any, multiplied by the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstandingPlan. Dividend Equivalents credited with respect to Shares underlying the Units (i) shall not be paid to the Employee until the Restrictions with respect to the Units upon which such Dividend Equivalents were credited, expire or are canceled, (ii) shall be paid with respect to any Units which vest along with the Shares that are delivered, and (iii) shall immediately and automatically be cancelled with respect to Units which are forfeited or canceled. No interest will be accrued, credited or paid on Dividend Equivalents.

Award of Restricted Stock Units. A record of the Units awarded hereunder (the “Units”) shall be evidenced by the Company in restricted book entry accounts maintained for the Employee with the Company’s transfer agent, or such other administrator designated by the Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”), subject to such stop transfer orders and other terms deemed appropriate by the Committee to reflect the restrictions applicable to such Award (the “Restrictions”), until all the Restrictions specifically set forth in this Agreement and in Section 9 of the Plan with respect to the Units shall expire or be canceled. Upon the lapse of all Restrictions relating to any Units, the Company shall deliver book entry Shares underlying the vested Units. The Units shall have no voting rights. The Units shall be credited with Dividend EquivalentsEquivalents as set forth in Section 9 of the Plan. A “Dividend Equivalent” is an amount equal to the cash dividend payable per ShareHowever, if any, multiplied by the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstanding. Dividend Equivalents credited paid with respect to Shares underlying the Units (i) shall not be paid credited to a restricted book entry account maintained on the Employee Employee’s behalf until the Restrictions with respect to the Units upon which such Dividend Equivalents were credited, paid expire or are canceled, (ii) at which time the Company shall be paid evidence the delivery to the Employee of all such Dividend Equivalents. If the Employee forfeits any Units awarded hereunder, such Units and any Dividend Equivalents credited with respect thereto shall automatically revert to the Company (without any Units which vest along with payment by the Shares that are delivered, Company to the Employee) and (iii) shall immediately and automatically no longer be cancelled with respect to Units which are forfeited or canceledreflected in the restricted book entry account. No interest will be accrued, credited or paid on accrued with respect to Dividend Equivalents.

Award of Restricted Stock Units. The Company hereby awards the Employee « » Restricted Stock Units (the “Units”). A record of the Units awarded hereunder (the “Units”) shall be evidenced by the Company in restricted book entry accounts maintained for the Employee with by the Company’s transfer agent, or such other administrator designated by the Compensation and Human Resources Committee Committee, until payment of the Company’s Board purchase price, if any, is made by or on behalf of Directors (the “Committee”), subject to terms deemed appropriate by the Committee to reflect Employee and all the restrictions applicable to such Award (the “Restrictions”), until all the Restrictions ) specifically set forth in this Agreement and in Section 9(c) of the Plan with respect to the Units shall expire or be canceled. Upon the lapse of cancelled and all Restrictions relating to any Unitsrequired tax withholding obligations are satisfied, at which time the Company shall deliver issue to the Employee a stock certificate (or an applicable book entry shall be made in the book entry account maintained for the Employee) with respect to such Shares underlying the vested Units, free of all Restrictions. The Units shall have no voting rights. The Units shall be credited with Dividend EquivalentsEquivalents as set forth in Section 9(d) of the Plan. A “However, any Dividend Equivalent” is an amount equal Equivalents paid on the Units shall be credited to the cash dividend payable per Share, if any, multiplied by restricted book entry account maintained on the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstanding. Dividend Equivalents credited with respect to Shares underlying the Units (i) shall not be paid to the Employee Employee’s behalf until the Restrictions with respect to the Units upon which such Dividend Equivalents were creditedpaid, expire or are canceledcancelled, (ii) at which time the Company shall be paid evidence the delivery to the Employee of all such Dividend Equivalents, with interest, if any. If the Employee forfeits any Units awarded hereunder, such Units and any Dividend Equivalents with respect thereto, with interest, if any, shall automatically revert to the Company (without any Units which vest along with payment by the Shares that are delivered, Company to the Employee) and (iii) shall immediately and automatically no longer be cancelled with respect to Units which are forfeited or canceled. No interest will be accrued, credited or paid on Dividend Equivalentsreflected in the restricted book entry account maintained for the Employee.

Award of Restricted Stock Units. A record of the Units awarded hereunder (the “Units”) shall be evidenced by the Company in restricted book entry accounts maintained for the Employee with the Company’s transfer agent, or such other administrator designated by the Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”), subject to such restrictions and other terms deemed appropriate by the Committee to reflect the restrictions be applicable to such Award (the “Restrictions”), until all the Restrictions specifically set forth in this Agreement and in Section 9 of the Plan with respect to the Units shall expire or be canceled. Upon the lapse of all Restrictions relating to any Units, the Company shall deliver to the participant certificates for the Shares underlying the vested Units (or an applicable book entry shall be made in the restricted book entry account maintained for the Employee for the Shares underlying the vested Units). The Units shall have no voting rights. The Units shall be credited with Dividend EquivalentsEquivalents as set forth in Section 9 of the Plan. A “Dividend Equivalent” is an amount equal to the cash dividend payable per ShareHowever, if any, multiplied by the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstanding. Dividend Equivalents credited paid with respect to Shares underlying the Units (i) shall not be paid credited to a restricted book entry account maintained on the Employee Employee’s behalf until the Restrictions with respect to the Units upon which such Dividend Equivalents were credited, paid expire or are canceled, (ii) at which time the Company shall be paid evidence the delivery to the Employee of all such Dividend Equivalents, with interest if any. If the Employee forfeits any Units awarded hereunder, such Units and any Dividend Equivalents credited with respect thereto, with interest, if any, shall automatically revert to the Company (without any Units which vest along with payment by the Shares that are delivered, Company to the Employee) and (iii) shall immediately and automatically no longer be cancelled with respect to Units which are forfeited or canceled. No interest will be accrued, credited or paid on Dividend Equivalentsreflected in the restricted book entry account for the Employee.

Award of Restricted Stock Units. A record of the Units awarded hereunder (the “Units”) shall be maintained for the Employee Director with the administrator designated by the Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”), subject to terms deemed appropriate by the Committee to reflect the restrictions applicable to such Award (the “Restrictions”), until all the Restrictions specifically set forth in this Agreement with respect to the Units shall expire or be canceledAgreement. Upon the lapse of all Restrictions relating to any Units, the Company shall deliver Shares underlying the vested Units. The Units shall have no voting rights. The Units shall be credited with Dividend Equivalents. A “Dividend Equivalent” is an amount equal to the cash dividend payable per Share, if any, multiplied by the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstanding. Dividend Equivalents credited with respect to Shares underlying the Units (i) shall not be paid to the Employee Director until the Restrictions with respect to the Units upon which such Dividend Equivalents were credited, expire or are canceled, (ii) shall be paid with respect to any Units which vest along with the Shares that are delivered, and (iii) shall immediately and automatically be cancelled with respect to Units which are forfeited or canceled. No interest will be accrued, credited or paid on Dividend Equivalents.

Award of Restricted Stock Units. A record of the Units awarded hereunder (the “Units”) shall be maintained for the Employee with the administrator designated by the Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”), subject to terms deemed appropriate by the Committee to reflect the restrictions applicable to such Award (the “Restrictions”), until all the Restrictions specifically set forth in this Agreement and in Section 9 of the Plan with respect to the Units shall expire or be canceled. Upon the lapse of all Restrictions relating to any Units, the Company shall deliver Shares underlying the vested Units. The Units shall have no voting rights. The Units shall be credited with Dividend Equivalents. A “Dividend Equivalent” is an amount equal to Equivalents as set forth in Section 9 of the cash dividend payable per Share, if any, multiplied by the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstandingPlan. Dividend Equivalents credited with respect to Shares underlying the Units (i) shall not be paid to the Employee until the Restrictions with respect to the Units upon which such Dividend Equivalents were credited, expire or are canceled, (ii) shall be paid with respect to any Units which vest along with the Shares that are delivered, and (iii) shall immediately and automatically be cancelled with respect to Units which are forfeited or canceled. No interest will be accrued, credited or paid on Dividend Equivalents.

Award of Restricted Stock Units. A record (a) Subject to the provisions of the Plan and this Restricted Stock Unit Award Agreement, the Company hereby awards and authorizes the issuance to Employee of [###] Restricted Stock Units. Such Restricted Stock Units shall be issued with the restriction that the Employee may not sell, transfer, pledge, or assign the Shares associated with the Restricted Stock Units until the Restricted Stock Units are earned and the restrictions are removed as described below, and shall be subject to forfeiture and cancellation pursuant to the provisions of the Plan and this Restricted Stock Unit Award Agreement. The Employee shall be eligible to receive dividends on the Restricted Stock Units to the extent dividends are paid by the Company to equity owners. All dividends paid on Restricted Stock Units shall be reinvested in additional Restricted Shares (which shall be subject to being earned by the Employee on the same basis as the original Restricted Stock Units). All Restricted Stock Units awarded hereunder (the “Units”) under this Restricted Stock Unit Award Agreement, and purchased with reinvested dividends, shall be maintained for uncertificated shares with notations describing the Employee with applicable restrictions of the administrator designated Plan and this Restricted Stock Unit Award Agreement, and no stock certificates shall be issued by the Compensation Company or its designated custodian until the restrictions are removed. No award or share under this Plan, and Human Resources Committee no rights or interest herein, shall be assignable or transferable by the Employee, except at death by will or by the laws of the Company’s Board descent and distribution. (b) The number of Directors (the “Committee”), subject to terms deemed appropriate Shares determined by the Committee to reflect have been earned by Employee under the restrictions applicable to such Plan and this Restricted Stock Unit Award (Agreement shall be final, conclusive and binding upon all parties, including the “Restrictions”), until all the Restrictions specifically set forth in this Agreement with respect to the Units shall expire or be canceled. Upon the lapse of all Restrictions relating to any UnitsEmployee, the Company shall deliver Shares underlying the vested Units. The Units shall have no voting rights. The Units shall be credited with Dividend Equivalents. A “Dividend Equivalent” is an amount equal to the cash dividend payable per Share, if any, multiplied by the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstanding. Dividend Equivalents credited with respect to Shares underlying the Units (i) shall not be paid to the Employee until the Restrictions with respect to the Units upon which such Dividend Equivalents were credited, expire or are canceled, (ii) shall be paid with respect to any Units which vest along with the Shares that are deliveredCompany, and (iii) shall immediately and automatically be cancelled with respect to Units which are forfeited or canceled. No interest will be accrued, credited or paid on Dividend Equivalentsits shareholders.

Award of Restricted Stock Units. A record of the Units awarded hereunder (the “Units”) shall be evidenced by the Company in restricted book entry accounts maintained for the Employee with the Company’s transfer agent, or such other administrator designated by the Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”), subject to such restrictions and other terms deemed appropriate by the Committee to reflect the restrictions be applicable to such Award (the “Restrictions”), until all the Restrictions specifically set forth in this Agreement and in Section 9 of the Plan with respect to the Units shall expire or be canceled. Upon the lapse of all Restrictions relating to any Units, the Company shall deliver to the participant certificates for the Shares underlying the vested Units (or an applicable book entry shall be made in the restricted book entry account maintained for the Employee for the Shares underlying the vested Units). The Units shall have no voting rights. The Units shall be credited with Dividend EquivalentsEquivalents as set forth in Section 9 of the Plan. A “Dividend Equivalent” is an amount equal to the cash dividend payable per ShareHowever, if any, multiplied by the number of Shares then underlying the Award with respect to any cash dividends declared or paid by the Company while the Award is outstanding. Dividend Equivalents credited paid with respect to Shares underlying the Units (i) shall not be paid credited to a restricted book entry account maintained on the Employee Employee’s behalf until the Restrictions with respect to the Units upon which such Dividend Equivalents were credited, paid expire or are canceled, (ii) at which time the Company shall be paid evidence the delivery to the Employee of all such Dividend Equivalents. If the Employee forfeits any Units awarded hereunder, such Units and any Dividend Equivalents credited with respect thereto shall automatically revert to the Company (without any Units which vest along with payment by the Shares that are delivered, Company to the Employee) and (iii) shall immediately and automatically no longer be cancelled with respect to Units which are forfeited or canceledreflected in the restricted book entry account for the Employee. No interest will be accrued, credited or paid on accrued with respect to Dividend Equivalents.

Award of Restricted Stock Units. A record of the Units awarded hereunder 1.1 On (the “UnitsDate of Grant”) shall be maintained for ), and upon the Employee with the administrator designated by the Compensation terms and Human Resources Committee conditions of the Company’s Board Plan and this Agreement, and in consideration of Directors services rendered, Superior awarded to the Award Recipient <<Awards Granted>> restricted stock units (the “CommitteeRSUs”), that vest, subject to Sections 2 and 4 hereof, in annual installments (disregarding any fractional share) as follows: Scheduled Vesting Date Amount of RSUs To Vest 2.1 Each RSU represents the right to receive from Superior, upon vesting, one share of Common Stock, free of any restrictions, and all Related Credits credited to the Award Recipient’s Dividend Equivalent Account (as such terms deemed appropriate are defined in Section 3.1) with respect to such RSU. 2.2 Neither the RSUs nor the right to receive dividend equivalents thereon may be sold, assigned, donated, transferred, exchanged, pledged, hypothecated or otherwise encumbered. The Award Recipient shall have no rights, including but not limited to, voting and dividend rights, in the shares of Common Stock underlying the RSUs unless and until such shares are issued to the Award Recipient, or as otherwise provided in this Agreement. 2.3 If the RSUs have not already vested in accordance with Section 1 above, the RSUs shall vest on the earlier of: (a) the date on which the employment of the Award Recipient terminates as the result of death or disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)), (b) if permitted by the Committee to reflect the restrictions applicable to such Award (the “Restrictions”), until all the Restrictions specifically set forth in this Agreement with respect to the Units shall expire or be canceled. Upon the lapse of all Restrictions relating and subject to any Unitsadditional restrictions the Committee may impose, the Company shall deliver Shares underlying the vested Units. The Units shall have no voting rights. The Units shall be credited with Dividend Equivalents. A “Dividend Equivalent” is an amount equal to the cash dividend payable per Share, if any, multiplied retirement or termination by the number Company, or (c) the occurrence of Shares then underlying a Change of Control (as defined in the Plan). Unless the Committee determines otherwise in the case of retirement of the Award with respect to any cash dividends declared Recipient or paid termination by the Company while of the Award is outstanding. Dividend Equivalents credited with respect to Shares underlying Recipient’s employment, termination of employment for any other reason, except termination upon a Change of Control, shall automatically result in the Units (i) shall not be paid to the Employee until the Restrictions with respect to the Units upon which such Dividend Equivalents were credited, expire or are canceled, (ii) shall be paid with respect to any Units which vest along with the Shares that are delivered, termination and (iii) shall immediately and automatically be cancelled with respect to Units which are forfeited or canceled. No interest will be accrued, credited or paid on Dividend Equivalentsforfeiture of all unvested RSUs.