Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon any termination of Participant’s Board Service (the “Termination Date”) for any reason except as a result of (i) the death of Participant, (ii) Participant’s not being nominated for or elected to a new term as a member of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units become vested, all unvested Restricted Stock Units as of the Termination Date shall, without further action of any kind by the Company or Participant, be forfeited. Unvested Restricted Stock Units that are forfeited shall be deemed to be immediately cancelled without any payment by the Company or action by Participant. Following such forfeiture, Participant shall have no further rights with respect to such forfeited Restricted Stock Units. (b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units shall become vested (i) on the death of Participant during Participant’s Board Service, (ii) on the termination of Participant’s Board Service as a result of not being nominated for or elected to a new term as a Director, or (iii) on Participant’s resignation as a Director at the request and for the convenience of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of a Change in Control during Participant’s Board Service. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participant.
Appears in 3 contracts
Samples: Restricted Stock Unit Agreement (Quanta Services Inc), Restricted Stock Unit Agreement (Quanta Services Inc), Restricted Stock Unit Agreement (Quanta Services Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) Upon the effective date of the Plan, upon any termination Grantee's Termination of Participant’s Board Service (the “Termination Date”) for any reason except as a result of (i) the death of Participant, (ii) Participant’s not being nominated for or elected to a new term as a member before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. Unvested Restricted Stock Units Awarded Shares that are forfeited shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee's ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer to the Company Unvested Awarded Shares that are forfeited and shall execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant during Participant’s Board ServiceGrantee while Grantee is still an employee of the Company or a Subsidiary, (ii) on in accordance with the termination provisions of Participant’s Board Service as a result Article 10 of not being nominated for or elected the Plan relating to a new term as a DirectorChange in Control event, or (iii) on Participant’s resignation as a Director at the request and for the convenience direction of the Board other than for Cause. In addition, Committee in accordance with the unvested Restricted Stock Units shall become vested upon the occurrence provisions of a Change in Control during Participant’s Board Service. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material Sections 6.7 and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs 6.11 of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by ParticipantPlan.
Appears in 2 contracts
Samples: Restricted Stock Agreement (Cec Entertainment Inc), Restricted Stock Agreement (Cec Entertainment Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon Upon any termination of ParticipantGrantee’s Board Continuous Service (the “Termination Date”) for any reason except as a result of ):
(i) by the death of Participant, Company for Cause (iias hereinafter defined) Participantor by Grantee’s not being nominated for or elected to a new term voluntary resignation without Good Reason (as a member hereinafter defined) before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited; or
(ii) by the Company without Cause or by Grantee’s voluntary resignation with Good Reason before all of the Awarded Shares become Vested Awarded Shares, on the Termination Date, one hundred percent (100%) of the Unvested Awarded Shares shall vest.
(b) During the period of time between the Award Date and the earlier of the date the Awarded Shares vest or are forfeited, the Awarded Shares shall be registered in the name of Grantee and held in escrow by an escrow agent selected by the Company. Grantee irrevocably authorizes the Company to deposit in escrow any certificates evidencing the Awarded Shares and any additions and substitutions to said shares as described in this Agreement. Any certificate shall bear a legend as provided by the Company, conspicuously referring to the terms, conditions and restrictions described in this Agreement. All Unvested Restricted Stock Units Awarded Shares that are forfeited pursuant to the terms of this Agreement shall be deemed to be immediately cancelled transferred from escrow to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(bc) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on upon the death of Participant Grantee during ParticipantGrantee’s Board Continuous Service, ; (ii) on the termination of Participantif Grantee suffers a Disability during Grantee’s Board Service as a result of not being nominated for or elected to a new term as a Director, or Continuous Service; (iii) on Participantupon Grantee’s resignation as a Director at attainment of 65 years of age during Grantee’s Continuous Service; or (iv) in accordance with the request and for the convenience provisions of Section 12(b) of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of Plan relating to a Change in Control during Participant’s Board Service. Control.
(d) For purposes of this Agreement, “Cause” for termination by shall have the Board of Participantmeaning ascribed to such term in Grantee’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any current employment agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to with the Company or any of its stockholders; Subsidiaries (iii) Participant’s gross negligence the “Employment Agreement”), or, if no such Employment Agreement exists or gross incompetence if “Cause” is not defined in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonestyEmployment Agreement, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participant.“Cause” means:
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) Upon the effective date of the Plan, upon any termination Xxxxxxx’s Termination of Participant’s Board Service (the “Termination Date”) for any reason except as a result of (i) the death of Participant, (ii) Participant’s not being nominated for or elected to a new term as a member before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. Unvested Restricted Stock Units Awarded Shares that are forfeited shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer to the Company Unvested Awarded Shares that are forfeited and shall execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant during Participant’s Board ServiceGrantee while Grantee is still an employee of the Company or a Subsidiary, (ii) on in accordance with the termination provisions of Participant’s Board Service as a result Article 10 of not being nominated for or elected the Plan relating to a new term as a DirectorChange in Control event, or (iii) on Participant’s resignation as a Director or at the request and for the convenience direction of the Board other than for Cause. In addition, Committee in accordance with the unvested Restricted Stock Units shall become vested upon the occurrence provisions of a Change in Control during Participant’s Board Service. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material Sections 6.6 and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs 6.10 of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by ParticipantPlan.
Appears in 1 contract
Conditions of Forfeiture. (a) Subject to Section 15(g) Upon the Grantee’s Termination of the Plan, upon any termination of Participant’s Board Service (the “Termination Date”) for any reason except as a result of (i) the death of Participant, (ii) ParticipantGrantee’s not being nominated for or elected to a new term as a member of the Board (a “Non-employee Director”) , or (iii) ParticipantGrantee’s resignation at the request and for the convenience of the Board Company other than for “Cause” (as defined in Section 4(b) of this Agreement) before all of the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. Unvested Restricted Stock Units Awarded Shares that are forfeited shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant Grantee during ParticipantGrantee’s Board Serviceterm as a Non-employee Director, (ii) on the termination Grantee’s Termination of Participant’s Board Service as a result of not being nominated for or elected to a new term as a Non-employee Director, or (iii) on ParticipantGrantee’s resignation as a Non-employee Director at the request and for the convenience of the Board Company other than for Cause. In addition, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested upon earlier than the occurrence times otherwise provided in this Agreement in accordance with the provisions of Article 10 of the Plan relating to a Change in Control during Participant’s Board Serviceevent. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) ParticipantGrantee’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) ParticipantGrantee’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) ParticipantGrantee’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of ParticipantGrantee’s material duties and responsibilities; (iv) ParticipantGrantee’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliatea Subsidiary; (v) ParticipantGrantee’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by ParticipantGrantee.
Appears in 1 contract
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon any termination of Participant’s Board Service (the “Termination Date”) for any reason except as a result of (i) the death of Participant, (ii) Participant’s not being nominated for or elected to a new term as a member of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before all of the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or Participant, be forfeited. Unvested Restricted Stock Units Awarded Shares that are forfeited shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by Participant, and the Company shall have the full right to cancel any evidence of Participant’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant shall have no further rights with respect to such forfeited Unvested Awarded Shares. Participant, by his acceptance of this Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law. Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan - Restricted Stock Units.Agreement
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant during Participant’s Board Service, (ii) on the termination of Participant’s Board Service as a result of not being nominated for or elected to a new term as a Director, or (iii) on Participant’s resignation as a Director at the request and for the convenience of the Board other than for Cause. In addition, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested upon the occurrence of a Change in Control during Participant’s Board ServiceControl. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participant.
Appears in 1 contract
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon any termination of Participant’s Board Service (the “Termination Date”) for any reason except as a result of (i) the death of Participant, (ii) Participant’s not being nominated for or elected to a new term as a member of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before all of the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or Participant, be forfeited. Unvested Restricted Stock Units Awarded Shares that are forfeited shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by Participant, and the Company shall have the full right to cancel any evidence of Participant’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant shall have no further rights with respect to such forfeited Unvested Awarded Shares. Participant, by his acceptance of this Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law. Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan — Restricted Stock Units.Agreement (Non-Employee Director Award)
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant during Participant’s Board Service, (ii) on the termination of Participant’s Board Service as a result of not being nominated for or elected to a new term as a Director, or (iii) on Participant’s resignation as a Director at the request and for the convenience of the Board other than for Cause. In addition, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested upon the occurrence of a Change in Control during Participant’s Board ServiceControl. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participant.
Appears in 1 contract
Conditions of Forfeiture. (a) Subject to Section 15(g) Upon the date of the Plan, upon any termination of ParticipantGxxxxxx’s Board Continuous Service (the “Termination Date”) for any reason except as a result of ):
(i) by the death of Participant, Company for Cause (iias hereinafter defined) Participantor by Gxxxxxx’s not being nominated for or elected to a new term voluntary resignation without Good Reason (as a member herein after defined) before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. ; or
(ii) by the Company without Cause or by Gxxxxxx’s voluntary resignation with Good Reason before all of the Awarded Shares become Vested Awarded Shares, on the Termination Date ten percent (10%) of the Unvested Restricted Stock Units Awarded Shares shall vest for each twelve-month period of Grantee’s Continuous Service completed since the Grant Date, and the remainder of the Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or Grantee, be forfeited.
(b) All Unvested Awarded Shares that are forfeited pursuant to the terms of this Agreement shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Gxxxxxx’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments separate from the certificate substantially in the form of Exhibit B hereto, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(bc) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant Grantee during ParticipantGxxxxxx’s Board Continuous Service, ; (ii) on if the termination of ParticipantGrantee suffers a Disability during Grantee’s Board Service as a result of not being nominated for or elected to a new term as a Director, Continuous Service; or (iii) on Participant’s resignation as a Director at in accordance with the request and for the convenience provisions of Section 12(b) of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of Plan relating to a Change in Control during Participant’s Board Service. Control.
(d) For purposes of the this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participant.means:
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) Upon the date of the Plan, upon any termination of ParticipantXxxxxxx’s Board Continuous Service (the “Termination Date”) for any reason except as a result of ):
(i) by the death of Participant, Company for Cause (iias hereinafter defined) Participantor by Xxxxxxx’s not being nominated for or elected to a new term voluntary resignation without Good Reason (as a member herein after defined) before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. ; or
(ii) by the Company without Cause or by Xxxxxxx’s voluntary resignation with Good Reason before all of the Awarded Shares become Vested Awarded Shares, on the Termination Date eight and thirty-three hundredths percent (8.33%) of the Unvested Restricted Stock Units Awarded Shares shall vest for each twelve-month period of Grantee’s Continuous Service completed since the Grant Date, and the remainder of the Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or Grantee, be forfeited.
(b) All Unvested Awarded Shares that are forfeited pursuant to the terms of this Agreement shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments separate from the certificate substantially in the form of Exhibit B hereto, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(bc) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant Grantee during ParticipantXxxxxxx’s Board Continuous Service, ; (ii) on the termination of Participantif Grantee suffers a Disability during Grantee’s Board Service as a result of not being nominated for or elected to a new term as a Director, Continuous Service; or (iii) on Participant’s resignation as a Director at in accordance with the request and for the convenience provisions of Section 12(b) of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of Plan relating to a Change in Control during Participant’s Board Service. Control.
(d) For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participant.means:
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon Upon any termination of Participant’s Board Xxxxxxx's Continuous Service (the “"Termination Date”") for any or no reason except as a result of (i) other than due to Xxxxxxx's death, his becoming Disabled or his retirement at or after Normal Retirement Age), including but not limited to Xxxxxxx's voluntary resignation or termination by the death of Participant, (ii) Participant’s not being nominated for Company with or elected to a new term as a member without cause before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. Unvested Restricted Stock Units Awarded Shares that are forfeited shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall SENIOR EXECUTIVE GRANT [AS OF AUGUST 28, 2003] have the full right to cancel any evidence of Xxxxxxx's ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments separate from the certificate substantially in the form of Exhibit B hereto, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant Grantee during Participant’s Board Xxxxxxx's Continuous Service, ;
(ii) on if the termination of Participant’s Board Service as a result of not being nominated for or elected to a new term as a Director, or Grantee becomes Disabled during Xxxxxxx's Continuous Service; (iii) on Participant’s resignation as a Director upon Xxxxxxx's cessation of Continuous Service due to his retirement at or after Normal Retirement Age; or (iv) in accordance with the request and for the convenience provisions of Section 12(b) of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of Plan relating to a Change in Control during Participant’s Board Service. Control.
(c) For purposes of this Agreement, “Cause” for termination by the Board Normal Retirement Age shall be deemed to be 65 years of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participantage.
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) Upon the date of the Plan, upon any termination of ParticipantXxxxxxx’s Board Continuous Service (the “Termination Date”) for any reason except as a result of ):
(i) by the death of Participant, Company for Cause (iias hereinafter defined) Participantor by Xxxxxxx’s not being nominated for or elected to a new term voluntary resignation without Good Reason (as a member herein after defined) before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. ; or
(ii) by the Company without Cause or by Xxxxxxx’s voluntary resignation with Good Reason before all of the Awarded Shares become Vested Awarded Shares, on the Termination Date five and twenty six hundredths percent (5.26%) of the Unvested Restricted Stock Units Awarded Shares shall vest for each twelve-month period of Grantee’s Continuous Service completed since the Grant Date, and the remainder of the Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or Grantee, be forfeited.
(b) All Unvested Awarded Shares that are forfeited pursuant to the terms of this Agreement shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments separate from the certificate substantially in the form of Exhibit B hereto, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(bc) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant Grantee during ParticipantXxxxxxx’s Board Continuous Service, ; (ii) on the termination of Participantif Grantee suffers a Disability during Grantee’s Board Service as a result of not being nominated for or elected to a new term as a Director, Continuous Service; or (iii) on Participant’s resignation as a Director at in accordance with the request and for the convenience provisions of Section 12(b) of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of Plan relating to a Change in Control during Participant’s Board Service. Control.
(d) For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participant.means:
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) Upon the effective date of the Plan, upon any termination Grantee’s Termination of Participant’s Board Service (the “Termination Date”) for any reason except as a result of (i) the death of Participant, (ii) Participant’s not being nominated for or elected to a new term as a member before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. Unvested Restricted Stock Units Awarded Shares that are forfeited shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer to the Company Unvested Awarded Shares that are forfeited and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant during Participant’s Board ServiceGrantee while Grantee is still an employee of the Company or a Subsidiary, (ii) on in accordance with the termination provisions of Participant’s Board Service as a result Article 10 of not being nominated for or elected the Plan relating to a new term as a DirectorChange in Control event, or (iii) on Participant’s resignation as a Director or at the request and for the convenience direction of the Board other than for Cause. In addition, Committee in accordance with the unvested Restricted Stock Units shall become vested upon the occurrence provisions of a Change in Control during Participant’s Board Service. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material Sections 6.6 and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs 6.10 of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by ParticipantPlan.
Appears in 1 contract
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon Upon any termination of Participant’s Board Xxxxxxx's Continuous Service (the “"Termination Date”") for any or no reason except as a result of (i) other than due to Xxxxxxx's death, his becoming Disabled or his retirement at or after Normal Retirement Age), including but not limited to Grantee's voluntary resignation or removal by the death of Participant, (ii) Participant’s not being nominated for Company with or elected to a new term as a member without cause before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. Unvested Restricted Stock Units Awarded Shares that are forfeited shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee's ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to NON-EMPLOYEE DIRECTOR XXXXX [AS OF AUGUST 28, 2003] the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments separate from the certificate substantially in the form of Exhibit B hereto, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant Grantee during Participant’s Board Xxxxxxx's Continuous Service, ;
(ii) on if the termination of Participant’s Board Service as a result of not being nominated for or elected to a new term as a Director, or Grantee becomes Disabled during Xxxxxxx's Continuous Service; (iii) on Participant’s resignation as a Director upon Xxxxxxx's cessation of Continuous Service due to his retirement at or after Normal Retirement Age; or (iv) in accordance with the request and for the convenience provisions of Section 12(b) of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of Plan relating to a Change in Control during Participant’s Board Service. Control.
(c) For purposes of this Agreement, “Cause” for termination by the Board Normal Retirement Age shall be deemed to be 65 years of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participantage.
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon Upon any termination of Participant’s Board Xxxxxxx's Continuous Service (the “"Termination Date”") for any or no reason except as a result of (i) other than due to Xxxxxxx's death or his becoming Disabled), including but not limited to Xxxxxxx's voluntary resignation or termination by the death of Participant, (ii) Participant’s not being nominated for Company with or elected to a new term as a member without cause before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. Unvested Restricted Stock Units Awarded Shares that are forfeited shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee's ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock Units.Unvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments separate from the certificate substantially in the form of Exhibit B hereto, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law. SPECIAL LONG-TERM GRANT [AS OF AUGUST 28, 2003]
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant Grantee during Participant’s Board Xxxxxxx's Continuous Service, ; (ii) on if the termination of Participant’s Board Service as a result of not being nominated for or elected to a new term as a Director, Grantee becomes Disabled during Grantee's Continuous Service; or (iii) on Participant’s resignation as a Director at in accordance with the request and for the convenience provisions of Section 12(b) of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of Plan relating to a Change in Control during Participant’s Board Service. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by ParticipantControl.
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) Upon the date of the Plan, upon any termination of ParticipantGrantee’s Board Continuous Service (the “Termination Date”) for any reason except as a result of ):
(i) by the death of Participant, Company for Cause (iias hereinafter defined) Participantor by Grantee’s not being nominated for or elected to a new term voluntary resignation without Good Reason (as a member herein after defined) before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. ; or
(ii) by the Company without Cause or by Grantee’s voluntary resignation with Good Reason before all of the Awarded Shares become Vested Awarded Shares, on the Termination Date, twenty-five percent (25%) of the Unvested Restricted Stock Units Awarded Shares shall vest for each twelve-month period of Grantee’s Continuous Service completed since the Grant Date, and the remainder of the Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or Grantee, be forfeited.
(b) All Unvested Awarded Shares that are forfeited pursuant to the terms of this Agreement shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments separate from the certificate substantially in the form of Exhibit B hereto, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(bc) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant Grantee during ParticipantGrantee’s Board Continuous Service, ; (ii) on if the termination of ParticipantGrantee suffers a Disability during Grantee’s Board Service as a result of not being nominated for or elected to a new term as a Director, Continuous Service; or (iii) on Participant’s resignation as a Director at in accordance with the request and for the convenience provisions of Section 12(b) of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of Plan relating to a Change in Control during Participant’s Board Service. Control.
(d) For purposes of the this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participant.means:
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) Upon the Grantee’s Termination of the Plan, upon any termination of Participant’s Board Service (the “Termination Date”) for any reason except as a result of (i) the death of Participant, (ii) ParticipantGrantee’s not being nominated for or elected to a new term as a member of the Board (a “Non-employee Director”) , or (iii) ParticipantGrantee’s resignation at the request and for the convenience of the Board Company other than for “Cause” (as defined in Section 4(b) of this Agreement) before all of the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. Unvested Restricted Stock Units Awarded Shares that are forfeited shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant Grantee during ParticipantGrantee’s Board Serviceterm as a Non- employee Director, (ii) on the termination Grantee’s Termination of Participant’s Board Service as a result of not being nominated for or elected to a new term as a Non-employee Director, or (iii) on ParticipantGrantee’s resignation as a Non-employee Director at the request and for the convenience of the Board Company other than for Cause. In addition, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested upon earlier than the occurrence times otherwise provided in this Agreement in accordance with the provisions of Article 10 of the Plan relating to a Change in Control during Participant’s Board Serviceevent. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) ParticipantGrantee’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) ParticipantGrantee’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) ParticipantGrantee’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of ParticipantGrantee’s material duties and responsibilities; (iv) ParticipantGrantee’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliatea Subsidiary; (v) ParticipantGrantee’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by ParticipantGrantee.
Appears in 1 contract
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon Upon any termination of ParticipantGxxxxxx’s Board Continuous Service (the “Termination Date”) for any reason except as a result of ):
(i) by the death of Participant, Company for Cause (iias hereinafter defined) Participantor by Gxxxxxx’s not being nominated for or elected to a new term voluntary resignation without Good Reason (as a member hereinafter defined) before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. ; or
(ii) by the Company without Cause or by Gxxxxxx’s voluntary resignation with Good Reason before all of the Awarded Shares become Vested Awarded Shares, on the Termination Date, one hundred percent (100%) of the Unvested Restricted Stock Units Awarded Shares shall vest.
(b) All Unvested Awarded Shares that are forfeited pursuant to the terms of this Agreement shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments separate from the certificate substantially in the form of Exhibit B hereto, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(bc) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant Grantee during ParticipantGxxxxxx’s Board Continuous Service, ; (ii) on the termination of Participantif Grantee suffers a Disability during Grantee’s Board Service as a result of not being nominated for or elected to a new term as a Director, or Continuous Service; (iii) on Participantupon Gxxxxxx’s resignation as a Director cessation of Continuous Service due to his retirement at or after Normal Retirement Age; or (iv) in accordance with the request and for the convenience provisions of Section 12(b) of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of Plan relating to a Change in Control during Participant’s Board Service. Control.
(d) For purposes of this Agreement, Normal Retirement Age shall be deemed to be 65 years of age.
(e) For purposes of this Agreement, “Cause” for termination by shall have the Board of Participantmeaning ascribed to such term in Grantee’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any current employment agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to with the Company or any of its stockholders; Subsidiaries (iii) Participant’s gross negligence the “Employment Agreement”), or, if no such Employment Agreement exists or gross incompetence if “Cause” is not defined in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonestyEmployment Agreement, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participant.“Cause” means:
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon Upon any termination of ParticipantGrantee’s Board Continuous Service (the “Termination Date”) for any reason except as a result of (i) the death of Participant, (ii) Participant’s not being nominated for or elected to a new term as a member before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited.
(b) During the period of time between the Award Date and the earlier of the date the Awarded Shares vest or are forfeited, the Awarded Shares shall be registered in the name of Grantee and held in escrow by an escrow agent selected by the Company. Grantee irrevocably authorizes the Company to deposit in escrow any certificates evidencing the Awarded Shares and any additions and substitutions to said shares as described in this Agreement. Any certificate shall bear a legend as provided by the Company, conspicuously referring to the terms, conditions and restrictions described in this Agreement. All Unvested Restricted Stock Units Awarded Shares that are forfeited pursuant to the terms of this Agreement shall be deemed to be immediately cancelled transferred from escrow to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(bc) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on upon the death of Participant Grantee during ParticipantGrantee’s Board Continuous Service, (ii) on the termination of Participant’s Board Service as a result of not being nominated for or elected to a new term as a Director, or (iii) on Participant’s resignation as a Director at the request and for the convenience of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of a Change in Control during Participant’s Board Service. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participantif Grantee suffers a Disability during Grantee’s breach of any fiduciary or other material duty to the Company or its stockholdersContinuous Service; (iii) Participantupon Grantee’s gross negligence attainment of 65 years of age during Grantee’s Continuous Service; or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct in accordance with respect to the business or affairs provisions of Section 12(b) of the Company or an Affiliate; (v) Participant’s conviction of Plan relating to a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by ParticipantChange in Control.
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
Conditions of Forfeiture. (a) Subject to Except as provided in Section 15(g4(b) of the Planthis Award, upon any termination of ParticipantGrantee’s Board Continuous Service (the “Termination Date”) for any reason except as a result of (i) the death of Participant, (ii) Participant’s not being nominated for or elected to a new term as a member before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. Unvested Restricted Stock Units Awarded Shares that are forfeited shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments separate from the certificate substantially in the form of Exhibit B hereto, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on upon the death of Participant Grantee during ParticipantGrantee’s Board Continuous Service, ; (ii) on if Grantee becomes Disabled during Grantee’s Continuous Service; (iii) upon Grantee’s ineligibility to stand for re-election due to age limitations set forth in the termination of ParticipantCompany’s Board Service as a result of not being Bylaws and Corporate Governance Guidelines during Grantee’s Continuous Service; (iv) upon Grantee’s failure to be nominated for re-election, or elected failure to a new be re-elected, if Grantee remains in Continuous Service until the expiration of the term as a Director, ; or (iiiv) on Participant’s resignation as a Director at in accordance with the request and for the convenience provisions of Section 12(b) of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of Plan relating to a Change in Control during Participant’s Board Service. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by ParticipantControl.
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) Upon the date of the Plan, upon any termination of ParticipantGrantee’s Board Continuous Service (the “Termination Date”) for any reason except as a result of ):
(i) by the death of Participant, Company for Cause (iias hereinafter defined) Participantor by Grantee’s not being nominated for or elected to a new term voluntary resignation without Good Reason (as a member herein after defined) before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. ; or
(ii) by the Company without Cause or by Grantee’s voluntary resignation with Good Reason before all of the Awarded Shares become Vested Awarded Shares, on the Termination Date, four and thirty-five hundredths percent (4.35%) of the Unvested Restricted Stock Units Awarded Shares shall vest for each twelve-month period of Grantee’s Continuous Service completed since the Grant Date, and the remainder of the Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or Grantee, be forfeited.
(b) All Unvested Awarded Shares that are forfeited pursuant to the terms of this Agreement shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments separate from the certificate substantially in the form of Exhibit B hereto, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(bc) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant Grantee during ParticipantGrantee’s Board Continuous Service, ; (ii) on if the termination of ParticipantGrantee suffers a Disability during Grantee’s Board Service as a result of not being nominated for or elected to a new term as a Director, Continuous Service; or (iii) on Participant’s resignation as a Director at in accordance with the request and for the convenience provisions of Section 12(b) of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of Plan relating to a Change in Control during Participant’s Board Service. Control.
(d) For purposes of the this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participant.means:
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon Upon any termination of ParticipantGrantee’s Board Continuous Service (the “Termination Date”) for any reason except as a result of (i) the death of Participant, (ii) Participant’s not being nominated for or elected to a new term as a member before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. .
(b) All Unvested Restricted Stock Units Awarded Shares that are forfeited pursuant to the terms of this Agreement shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments separate from the certificate substantially in the form of Exhibit B hereto, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(bc) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on upon the death of Participant Grantee during ParticipantGrantee’s Board Continuous Service, (ii) on the termination of Participant’s Board Service as a result of not being nominated for or elected to a new term as a Director, or (iii) on Participant’s resignation as a Director at the request and for the convenience of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of a Change in Control during Participant’s Board Service. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participantif Grantee suffers a Disability during Grantee’s breach of any fiduciary or other material duty to the Company or its stockholdersContinuous Service; (iii) Participantupon Grantee’s gross negligence attainment of 65 years of age during Grantee’s Continuous Service; or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct in accordance with respect to the business or affairs provisions of Section 12(b) of the Company or an Affiliate; (v) Participant’s conviction of Plan relating to a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by ParticipantChange in Control.
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) Upon the Participant’s termination of service for the Participant’s resignation or termination by the Company with Cause (as such term is defined in the Employment Agreement), before all of the PlanAward Shares become Vested Award Shares, upon any termination all Unvested Award Shares as of the date of Participant’s Board Service (the “Termination Date”) for any reason except as a result termination of (i) the death of Participant, (ii) Participant’s not being nominated for or elected to a new term as a member of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units become vested, all unvested Restricted Stock Units as of the Termination Date service shall, without further action of any kind by the Company or the Participant, be forfeited. Unvested Restricted Stock Units Award Shares that are forfeited shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by the Participant, and the Company shall have the full right to cancel any evidence of the Participant’s ownership of such forfeited Unvested Award Shares and to take any other action necessary to demonstrate that the Participant no longer owns such forfeited Unvested Award Shares automatically upon such forfeiture. Following such forfeiture, the Participant shall have no further rights with respect to such forfeited Unvested Award Shares. The Participant, by his acceptance of the Restricted Stock UnitsAward granted pursuant to this Award Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Award Shares that are forfeited to the Company and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Award Agreement regarding transfers of Unvested Award Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(b) Notwithstanding anything to the contrary in this Award Agreement, the unvested Restricted Stock Units shall Unvested Award Shares shall, without further action of any kind by the Company or the Participant, become vested Vested Award Shares upon (i) on the death of Participant during Participant’s Board Servicetermination of service (x) for the Participant’s death or disability, (y) by the Company for any reason other than Cause as such term is defined in the Employment Agreement or (z) by the Participant with Good Reason, as such term is defined in the Employment Agreement or (ii) on the termination of Participant’s Board Service as a result of not being nominated for or elected to a new term as a Director, or (iii) on Participant’s resignation as a Director at the request and for the convenience of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence consummation of a Change in Control during Participant’s Board Service. For purposes of this AgreementIn Control, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence as such term is defined in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by ParticipantEmployment Agreement.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Gas Natural Inc.)
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon Upon any termination of Participant’s Board Xxxxxxx's Continuous Service (the “"Termination Date”") for any or no reason except as a result of (i) the death of Participant, (ii) Participant’s Xxxxxxx's not being nominated for or elected to a new term as a member of the Board (a “Director”) , or (iii) Participant’s Xxxxxxx's resignation at the request and for the convenience of the Board Company other than for “"Cause” " (as defined in Section 4(b3(c) of this Agreement) before all of the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. Unvested Restricted Stock Units Awarded Shares that are forfeited shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee's ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares, Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant Grantee during Participant’s Board Xxxxxxx's Continuous Service, (ii) on the termination of Participant’s Board Grantee's Continuous Service as a result of not being nominated for or elected to a new term as a Director, or (iii) on Participant’s Xxxxxxx's resignation as a Director at the request and for the Non-Employee Director convenience of the Board Company other than for Cause. In addition, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested upon earlier than the occurrence times otherwise provided in this Agreement in accordance with the provisions of Section 11(c) of the Plan relating to a Change in Control during Participant’s Board Serviceevent. For purposes of this Agreement, “"Cause” " for termination by the Board Company of Participant’s Board Grantee's Continuous Service shall mean (i) Participant’s Grantee's willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s Grantee's breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s Grantee's gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s Grantee's material duties and responsibilities; (iv) Participant’s Grantee's dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s Xxxxxxx's conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by ParticipantGrantee.
Appears in 1 contract
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon any termination of Participant’s Board Service (the “Termination Date”) for any reason except as a result of (i) the death of Participant, (ii) Participant’s not being nominated for or elected to a new term as a member of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units RSUs become vested, all unvested Restricted Stock Units RSUs as of the Termination Date shall, without further action of any kind by the Company or Participant, be forfeited. Unvested Restricted Stock Units RSUs that are forfeited shall be deemed to be immediately cancelled without any payment by the Company or action by Participant. Following such forfeiture, Participant shall have no further rights with respect to such forfeited Restricted Stock UnitsRSUs.
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units RSUs shall become vested (i) on the death of Participant during Participant’s Board Service, (ii) on the termination of Participant’s Board Service as a result of not being nominated for or elected to a new term as a Director, or (iii) on Participant’s resignation as a Director at the request and for the convenience of the Board other than for Cause. In addition, the unvested Restricted Stock Units RSUs shall become vested upon the occurrence of a Change in Control during Participant’s Board Service. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participant.
Appears in 1 contract
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon Upon any termination of ParticipantGrantee’s Board Continuous Service (the “Termination Date”) for any reason except as a result of ):
(i) by the death of Participant, Company for Cause (iias hereinafter defined) Participantor by Grantee’s not being nominated for or elected to a new term voluntary resignation without Good Reason (as a member hereinafter defined) before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. ; or
(ii) by the Company without Cause or by Grantee’s voluntary resignation with Good Reason before all of the Awarded Shares become Vested Awarded Shares, on the Termination Date, one hundred percent (100%) of the Unvested Restricted Stock Units Awarded Shares shall vest.
(b) All Unvested Awarded Shares that are forfeited pursuant to the terms of this Agreement shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments separate from the certificate substantially in the form of Exhibit B hereto, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(bc) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on upon the death of Participant Grantee during ParticipantGrantee’s Board Continuous Service, ; (ii) on the termination of Participantif Grantee suffers a Disability during Grantee’s Board Service as a result of not being nominated for or elected to a new term as a Director, or Continuous Service; (iii) on Participantupon Grantee’s resignation as a Director at attainment of 65 years of age during Grantee’s Continuous Service; or (iv) in accordance with the request and for the convenience provisions of Section 12(b) of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of Plan relating to a Change in Control during Participant’s Board Service. Control.
(d) For purposes of this Agreement, “Cause” for termination by shall have the Board of Participantmeaning ascribed to such term in Grantee’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any current employment agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to with the Company or any of its stockholders; Subsidiaries (iii) Participant’s gross negligence the “Employment Agreement”), or, if no such Employment Agreement exists or gross incompetence if “Cause” is not defined in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonestyEmployment Agreement, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participant.“Cause” means:
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon any termination of Participant’s Board Continuous Service (the “Termination Date”) for any or no reason except as a result of (i) the death of Participant, (ii) Participant’s not being nominated for or elected other than due to a new term as a member of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” Qualifying Termination (as defined in Section 4(b) below)), including but not limited to Participant’s voluntary resignation, a termination by the Company with Cause or, other than during the twenty-four month period following a Change of this Agreement) Control, a termination without Cause, before the Restricted Stock Units become vestedDetermination Date, all unvested Restricted Stock Units PSUs as of the Termination Date shall, without further action of any kind by the Company or Participant, be forfeited. Unvested Restricted Stock Units PSUs that are forfeited shall be deemed to be immediately cancelled without any payment by the Company or action by Participant. Following such forfeiture, Participant shall have no further rights with respect to such forfeited Restricted Stock UnitsPSUs.
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units a number of PSUs shall become vested Earned PSUs on the earlier of (i) on the date of the death of Participant during Participant’s Board Continuous Service, (ii) on the termination date of Participant’s Board termination of Continuous Service as a result of not being nominated for by the Company or elected its Affiliate due to a new term as a Director, Participant’s Disability or (iii) on Participant’s resignation as a Director at the request and for the convenience of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of a Change in Control during Participant’s Board Continuous Service. The number of PSUs that become Earned PSUs under this Section 5(b) shall be based on the achievement of the Performance Goals as of the date of the Participant’s death, termination due to Disability or Change in Control, as applicable, and the forecasted achievement of such goals for the remainder of the Performance Period, all as determined in the discretion of the Committee. The PSUs that become Earned PSUs upon the date of Participant’s death or termination due to Disability pursuant to this Section 5(b) shall vest on the date of such death or termination due to Disability. The PSUs that become Earned PSUs upon the occurrence of a Change in Control pursuant to this Section 5(b) shall vest in full upon the termination of Participant’s Continuous Service by the Company without Cause upon or within twenty-four (24) months following the consummation of a Change in Control. For clarity, the PSUs that become Earned PSUs upon the occurrence of a Change in Control described in Section 6(b) below shall not vest upon the consummation of such Change in Control and (subject to the preceding sentence) shall instead vest in accordance with Sections 6(a) and (b) below.
(c) For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participant.:
Appears in 1 contract
Samples: Performance Stock Unit Award Agreement (Quanta Services, Inc.)
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon Upon any termination of ParticipantGrantee’s Board Continuous Service (the “Termination Date”) for any or no reason except as a result of (i) other than due to Grantee’s death or his becoming Disabled), including but not limited to Grantee’s voluntary resignation or termination by the death of Participant, (ii) Participant’s not being nominated for Company with or elected to a new term as a member without cause before all of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units Awarded Shares become vestedVested Awarded Shares, all unvested Restricted Stock Units Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, be forfeited. Unvested Restricted Stock Units Awarded Shares that are forfeited shall be deemed to be immediately cancelled transferred to the Company without any payment by the Company or action by ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Restricted Stock UnitsUnvested Awarded Shares. Grantee, by his acceptance of the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company, including but not limited to one or more stock assignments separate from the certificate substantially in the form of Exhibit B hereto, to facilitate such transfer upon forfeiture. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units Unvested Awarded Shares shall become vested (i) on the death of Participant Grantee during ParticipantGrantee’s Board Continuous Service, ; (ii) on if the termination of ParticipantGrantee becomes Disabled during Grantee’s Board Service as a result of not being nominated for or elected to a new term as a Director, Continuous Service; or (iii) on Participant’s resignation as a Director at in accordance with the request and for the convenience provisions of Section 12(b) of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of Plan relating to a Change in Control during Participant’s Board Service. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by ParticipantControl.
Appears in 1 contract
Samples: Restricted Stock Agreement (Nci Building Systems Inc)
