Award Restrictions. 2.1 The shares of Restricted Stock and the right to vote them and to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered until such time as the shares vest and the restrictions imposed thereon lapse, as provided below.
2.2 The shares of Restricted Stock issued to the Award Recipient will vest and the restrictions imposed thereon will lapse as follows: Provided that on each vesting date if a fraction of a share would vest, the fraction of a share shall be rounded to the nearest whole, which share shall vest in lieu thereof and on the last date the number of shares that vest will be the total number of shares awarded less the total number of shares previously vested; and provided further that on the applicable vesting date the Award Recipient is in the employ of or serving as a member of the Board of IBKC. The period during which the restrictions imposed on the shares of Restricted Stock by the Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Award Recipient shall be entitled to all rights of a shareholder of IBKC, including the right to vote such shares of Restricted Stock and to receive dividends thereon.
2.3 All restrictions on the Restricted Stock issued to the Award Recipient shall immediately lapse and the shares shall vest (a) if the Award Recipient dies while he is employed by or serving on the Board of the Company, or (b) if the Award Recipient’s Continuous Service to the Company terminates as a result of Disability, or (c) if service on the Board terminates due to ineligibility for re-election to serve on the Board because of having reached the mandatory retirement age. Unless otherwise determined by the Committee, the Award Recipient shall forfeit his or her unvested Restricted Stock upon the termination of his or her Continuous Service to the Company, for any reason, other than as provided in the foregoing sentence.
Award Restrictions. The RSUs may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, whether voluntarily or involuntarily. The Employee will 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 Employee, or as otherwise provided in the Plan or this Agreement.
Award Restrictions. (a) The period during which the restrictions imposed on the Restricted Stock by the Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Employee shall be entitled to all rights of a stockholder of Tidewater, including the right to vote the shares and to receive dividends thereon; provided, however, that the Restricted Stock, the right to vote the Restricted Stock and the right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period.
(b) The Restricted Period for the Restricted Stock shall end and the shares of Restricted Stock shall become vested and freely transferable as set forth below:
(i) With respect to 25% of the shares of Restricted Stock granted, the llater of May 1, 2006, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2006 is filed with the Securities and Exchange Commission (the “SEC”), provided that the Performance Threshold for the fiscal year ending March 31, 2006 has been satisfied;
(ii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2007, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2007 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2007 has been satisfied;
(iii) With respect to 25% of the shares of Restricted Stock granted, the later of May 1, 2008, or the date on which Tidewater’s Form 10-K for the fiscal year ending March 31, 2008 is filed with the SEC, provided that the Performance Threshold for the fiscal year ending March 31, 2008 has been satisfied; and
(iv) On March 30, 2009, with respect to any shares of Restricted Stock that remain unvested as of such date; provided, however, that if the employment of the Employee terminates for any reason other than death or disability, any shares of Restricted Stock, with respect to which the Restricted Period has not ended as of the date of termination of employment, will be immediately forfeited.
Award Restrictions. Section 2.1 In addition to the conditions and restrictions provided in the Plan, neither the shares of Restricted Stock nor the right to vote the Restricted Stock, to receive dividends thereon or to enjoy any other rights or interests thereunder or hereunder may be sold, assigned, donated, transferred, exchanged, pledged, hypothecated, or otherwise encumbered prior to vesting. Subject to the restrictions on transfer provided in this Section 2.1, the Award Recipient shall be entitled to all rights of a shareholder of CenturyLink with respect to the Restricted Stock, including the right to vote the shares and receive all dividends and other distributions declared thereon.
Section 2.2 To the extent the shares of Restricted Stock have not already vested in accordance with Section 1 above, all of the shares of Restricted Stock shall vest and all restrictions set forth in Section 2.1 shall lapse on the earlier of:
(a) the date on which the Award Recipient’s service on the Board terminates as a result of (i) death, (ii) disability within the meaning of Section 22(e)(3) of the Internal Revenue Code, or (iii) the ineligibility to stand for re-election due to CenturyLink’s mandatory retirement policy;
(b) the date, if any, that the Committee elects, in its sole discretion, to accelerate the vesting of such unvested Restricted Stock in the case of retirement from the Board of an Award Recipient on or after attaining the age of 55 with at least six full years of prior service on the Board; or
(c) the occurrence of a Change of Control of CenturyLink, as described in Section 11 of the Plan.
Award Restrictions. (a) The shares of restricted stock (the “Restricted Stock”) covered by the Award shall vest on the vesting dates (each a “Vesting Date”) set forth below, provided that the Continuous Service of the Recipient continues through and until the applicable Vesting Date:
(b) In the event that a Change in 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) Notwithstanding any other term or provision of this Agreement, the Committee retains the right to accelerate vesting of any Restricted Stock awarded under this Agreement.
(d) Any Shares covered by the Award shall not be transferable by the Recipient by means of sale, assignment, exchange, pledge, or otherwise, unless and until they become vested pursuant to the terms of this Agreement. The naming of a Beneficiary under the Plan does not constitute a transfer.
Award Restrictions. The Award Shares shall be nontransferable and subject to forfeiture until such shares vest in accordance with the provisions set forth below. Subject to Section 4 of this Agreement, the Award Shares shall become vested in three installments at the end of three periods of time (each, a "restriction period"), if the Award Recipient shall have been continuously employed by the Company and its affiliate, Mercantile-Safe Deposit and Trust Company ("Merc-Safe") throughout the applicable restriction period. The number of Award Shares which may become vested in each installment, and the applicable restriction periods, are set forth below.
Award Restrictions. The period during which the restrictions imposed on the Restricted Stock by the Plan and this Agreement are in effect is referred to herein as the "Restricted Period." During the Restricted Period, the Participant shall be entitled to all rights of a stockholder of Pernix, including the right to vote the shares and to receive all dividends and other distributions declared thereon. The right to vote the Restricted Stock and any right to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated, or otherwise encumbered during the Restricted Period.
Award Restrictions. 2.1 The period during which the restrictions imposed on Restricted Stock by this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Award Recipient shall be entitled to vote the shares. Whenever Restricted Stock shall become vested, the Award Recipient shall also be entitled to receive, with respect to each share of vested Restricted Stock, an amount equal to any cash dividends and number of shares equal to any stock dividends declared and paid to holders of the Company’s common stock during the Restricted Period. Cash and stock dividends declared and paid during the Restricted Period shall be held by the Company in an account with The Peoples Bank and Trust Company. The Restricted Stock and the right to vote the Restricted Stock may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered during the Restricted Period.
Award Restrictions. The unvested shares of Company common stock covered by this Award are subject to the following restrictions until they expire or terminate.
(a) The Participant may not sell, transfer, exchange, assign, pledge, hypothecate or otherwise encumber Award Shares.
(b) If the Participant’s service or employment with the Bank or any Affiliate terminates for any reason other than as set forth in Paragraph 3(b) below, the Participant will forfeit all rights, title and interest in and to the Award as of the date of termination, and the Award Shares will revert to the Company under the terms of the Plan.
(c) Award Shares are subject to the vesting schedule set forth on Page 1 of this Award Agreement. The restrictions imposed under Section 2(a)-(c) will expire on the earliest to occur of the following:
(a) On the respective dates, specified on Page 1 of this Award Agreement, provided you are then still in the service of the Company or an Affiliate; or
(b) Upon termination of your service by reason of death or Disability; or
(c) Upon a Change in Control (as defined in the Plan).
Award Restrictions. The shares covered by restricted stock award shall vest in accordance with the schedule set forth below: Full Years Elapsed from Award Date Percent Vested ---------------------------------- -------------- 1 33% 2 66% 3 100% Upon the vesting of any part of the restricted stock award by virtue of the lapse of the restriction period set forth above or under Section 4 of this Agreement, the Company shall cause a stock certificate covering the requisite number of shares in the name of the Participant or beneficiary(ies) to be distributed within 30 days after vesting. Upon receipt of such stock certificate(s), the Participant or beneficiary(ies) are free to hold or dispose of such certificate at will. During the restriction period, the shares covered by the restricted stock award not already vested are not transferable by the Participant by means of sale, assignment, exchange, pledge, or otherwise. However, the restriction period will lapse upon a change of ownership control within the meaning of Internal Revenue Code ss.368(c) of the Company. The lapse of the restriction period will cause the restricted stock award to be fully vested.
