Custody and Delivery of Certificates Representing Shares. The Shares subject to the Award shall be held by the Company or by a custodian in book entry form, with restrictions on the Shares duly noted, until such Award shall have vested pursuant to Section 4 hereof, and as soon thereafter as practicable, the vested Shares shall be delivered to the Holder as the Holder shall direct. Alternatively, in the sole discretion of the Company, the Company shall hold a certificate or certificates representing the Shares subject to the Award until such Award shall have vested, in whole or in part, pursuant to Section 4 hereof, and the Company shall as soon thereafter as practicable, deliver the certificate or certificates for the vested Shares to the Holder and destroy the stock power or powers relating to the vested Shares delivered by the Holder pursuant to Section 1 hereof. If such stock power or powers also relate to unvested Shares, the Company may require, as a condition precedent to delivery of any certificate pursuant to this Section 3, the execution and delivery to the Company of one or more stock powers relating to such unvested Shares. (a) The Award shall vest in full with respect to all of the Shares subject thereto on (i) the earlier of the third anniversary of the Grant Date or the date of the third annual meeting of stockholders of the Company following the Grant Date, or (ii) earlier pursuant to Section 4(b) hereof or in accordance with Section 6.8 of the Plan. (b) If the Holder ceases to be a member of the Board by reason of Disability, by reason of retirement on or after age 70, or by reason of the Holder's death, each Share subject to the Award shall vest in full as of the date that the Holder ceases to be a member of the Board or the date of death, as the case may be. (c) If the Holder ceases to be a member of the Board for any reason other than Disability, retirement on or after age 70, or death, each Share subject to the Award which has not vested prior thereto shall be forfeited by the Holder and shall be transferred, without payment of any consideration to the Holder, to the Company (or its assignee or nominee) and all rights of the Holder to or with respect to such Share shall terminate; provided, however, that the Committee may, in its discretion, accelerate the vesting thereof.
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Landauer Inc), Restricted Stock Award Agreement (Landauer Inc)
Custody and Delivery of Certificates Representing Shares. The Shares subject to the Award shall be held by the Company or by a custodian in book entry form, with restrictions on the Shares duly noted, until such Award shall have vested pursuant to Section 4 hereof, and as soon thereafter as practicable, the vested Shares shall be delivered to the Holder as the Holder shall direct. Alternatively, in the sole discretion of the Company, the Company shall hold a certificate or certificates representing the Shares subject to the Award until such Award shall have vested, in whole or in part, pursuant to Section 4 hereof, and the Company shall as soon thereafter as practicable, deliver the certificate or certificates for the vested Shares to the Holder and destroy the stock power or powers relating to the vested Shares delivered by the Holder pursuant to Section 1 hereof. If such stock power or powers also relate to unvested Shares, the Company may require, as a condition precedent to delivery of any certificate pursuant to this Section 3, the execution and delivery to the Company of one or more stock powers relating to such unvested Shares. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to the delivery of Shares to the Holder.
(a) The Shares subject to the Award shall vest in full with respect to all upon the achievement of certain performance milestones outlined on the Shares subject thereto on (i) the earlier of the third anniversary of the Grant Date attached DOCUMENT or the date of the third annual meeting of stockholders of the Company following the Grant Date, or (ii) earlier pursuant to Section 4(b) hereof or in accordance with Section 6.8 of the Plancontained herein.
(b) If the Holder ceases to be a member of employed by the Board Company by reason of Disability, by reason of retirement on or after age 70, Disability or by reason of the Holder's death, each Share subject to the Award which has not previously vested shall vest in full as of the date that the Holder ceases to be a member of employed by the Board or the date of death, as the case may beCompany.
(c) If the Holder ceases to be a member employed by the Company by reason of retirement on or after age 65 (or prior to age 65 with the consent of the Board Committee), the Award shall vest with respect to the number of Shares subject to the Award which have not previously vested multiplied by a fraction whose numerator is the number of days between the Grant Date and the date on which the Holder's employment terminates (including the date of such termination) and the denominator of which is the number of days in the Performance Period.
(d) If the Holder ceases to be employed by the Company by reason of involuntary termination without cause, the Award shall vest with respect to the number of Shares subject to the Award which have not previously vested multiplied by a fraction whose numerator is the number of days between the Grant Date and the date on which the Holder's employment terminates (including the date of such termination) and the denominator of which is the number of days in the Performance Period. Notwithstanding this provision, where the Holder is employed pursuant to an employment agreement in effect prior to the date of the Award that provides for the vesting in full of stock option awards upon involuntary termination without cause, the Shares subject to this award shall also vest in full.
(e) If the Holder ceases to be employed by the Company for any reason other than Disability, death, retirement on or after age 70, 65 (or deathprior to age 65 with the consent of the Committee) or involuntary termination without cause, each Share subject to the Award which has not vested prior thereto shall be forfeited by the Holder and shall be transferred, without payment of any consideration to the Holder, to the Company (or its assignee or nominee) and all rights of the Holder to or with respect to such Share shall terminate; provided, however, that the Committee may, in its discretion, accelerate the vesting thereof.
Appears in 1 contract
Custody and Delivery of Certificates Representing Shares. The Shares subject to the Award shall be held by the Company or by a custodian in book entry form, with restrictions on the Shares duly noted, until such Award shall have vested pursuant to Section 4 hereof, and as soon thereafter as practicable, the vested Shares shall be delivered to the Holder as the Holder shall direct. Alternatively, in the sole discretion of the Company, the Company shall hold a certificate or certificates representing the Shares subject to the Award until such Award shall have vested, in whole or in part, pursuant to Section 4 hereof, and the Company shall as soon thereafter as practicable, deliver the certificate or certificates for the vested Shares to the Holder and destroy the stock power or powers relating to the vested Shares delivered by the Holder pursuant to Section 1 hereof. If such stock power or powers also relate to unvested Shares, the Company may require, as a condition precedent to delivery of any certificate pursuant to this Section 3, the execution and delivery to the Company of one or more stock powers relating to such unvested Shares. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to the delivery of Shares to the Holder.
(a) The Shares subject to the Award shall vest in full with respect to all upon the achievement of certain performance milestones outlined on the Shares subject thereto on (i) the earlier of the third anniversary of the Grant Date or the date of the third annual meeting of stockholders of the Company following the Grant Date, or (ii) earlier pursuant to Section 4(b) hereof or in accordance with Section 6.8 of the Planattached <"Schedule">.
(b) If the Holder ceases to be a member of employed by the Board Company by reason of Disability, by reason of retirement on or after age 70, Disability or by reason of the Holder's death, each Share subject to the Award which has not previously vested shall vest in full as of the date that the Holder ceases to be a member of employed by the Board or the date of death, as the case may beCompany.
(c) If the Holder ceases to be a member employed by the Company by reason of retirement on or after age 65 (or prior to age 65 with the consent of the Board Committee), the Award shall vest with respect to the number of Shares subject to the Award which have not previously vested multiplied by a fraction whose numerator is the number of days between the Grant Date and the date on which the Holder's employment terminates (including the date of such termination) and the denominator of which is the number of days between the Grant Date and <"Date">.
(d) If the Holder ceases to be employed by the Company by reason of involuntary termination without cause, the Award shall vest with respect to the number of Shares subject to the Award which have not previously vested multiplied by a fraction whose numerator is the number of days between the Grant Date and the date on which the Holder's employment terminates (including the date of such termination) and the denominator of which is the number of days between the Grant Date and <"Date">. Notwithstanding this provision, where the Holder is employed pursuant to an employment agreement in effect prior to the date of the Award that provides for the vesting in full of stock option awards upon involuntary termination without cause, the Shares subject to this award shall also vest in full.
(e) If the Holder ceases to be employed by the Company for any reason other than Disability, death, retirement on or after age 70, 65 (or deathprior to age 65 with the consent of the Committee) or involuntary termination without cause, each Share subject to the Award which has not vested prior thereto shall be forfeited by the Holder and shall be transferred, without payment of any consideration to the Holder, to the Company (or its assignee or nominee) and all rights of the Holder to or with respect to such Share shall terminate; provided, however, that the Committee may, in its discretion, accelerate the vesting thereof.
Appears in 1 contract
Samples: Performance Based Restricted Stock Award Agreement (Landauer Inc)
Custody and Delivery of Certificates Representing Shares. The Shares subject to the Award shall be held by the Company or by a custodian in book entry form, with restrictions on the Shares duly noted, until such Award shall have vested pursuant to Section 4 hereof, and as soon thereafter as practicable, the vested Shares shall be delivered to the Holder as the Holder shall direct. Alternatively, in the sole discretion of the Company, the Company shall hold a certificate or certificates representing the Shares subject to the Award until such Award shall have vested, in whole or in part, pursuant to Section 4 hereof, and the Company shall as soon thereafter as practicable, deliver the certificate or certificates for the vested Shares to the Holder and destroy the stock power or powers relating to the vested Shares delivered by the Holder pursuant to Section 1 hereof. If such stock power or powers also relate to unvested Shares, the Company may require, as a condition precedent to delivery of any certificate pursuant to this Section 3, the execution and delivery to the Company of one or more stock powers relating to such unvested Shares.
(a) The Award shall vest in full with respect to all of the Shares subject thereto on (i) the earlier of the third anniversary of the Grant Date or the date of the third annual meeting of stockholders of the Company following the Grant Date, or (ii) earlier pursuant to Section 4(b) hereof or in accordance with Section 6.8 of the PlanVESTING DATE.
(b) If the Holder ceases to be a member of employed by the Board Company by reason of Disability, by reason of retirement on or after age 70, Disability or by reason of the Holder's death, each Share subject to the Award shall vest in full as of the date that the Holder ceases to be a member of employed by the Board Company or the date of death, as the case may be.
(c) If the Holder ceases to be a member employed by the Company by reason of retirement on or after age 65 (or prior to age 65 with the consent of the Board Committee), the Award shall vest with respect to the number of Shares subject to the Award multiplied by a fraction whose numerator is the number of days between the date of the Award and the date on which the Holder's employment terminates (including the date of such termination) and the denominator of which is the number of days in the vesting period.
(d) If the Holder ceases to be employed by the Company by reason of involuntary termination without cause, the Award shall vest with respect to the number of Shares subject to the Award multiplied by a fraction whose numerator is the number of days between the date of the Award and the date on which the Holder's employment terminates (including the date of such termination) and the denominator of which is the number of days in the vesting period. Notwithstanding this provision, where the Holder is employed pursuant to an employment agreement in effect prior to the date of the Award that provides for the vesting in full of stock option awards upon involuntary termination without cause, the Shares subject to this award shall also vest in full.
(e) If the Holder ceases to be employed by the Company for any reason other than Disability, death, retirement on or after age 70, 65 (or deathprior to age 65 with the consent of the Committee) or involuntary termination without cause, each Share subject to the Award which has not vested prior thereto shall be forfeited by the Holder and shall be transferred, without payment of any consideration to the Holder, to the Company (or its assignee or nominee) and all rights of the Holder to or with respect to such Share shall terminate; provided, however, that the Committee may, in its discretion, accelerate the vesting thereof.
Appears in 1 contract
Custody and Delivery of Certificates Representing Shares. The Shares subject to the Award shall be held by the Company or by a custodian in book entry form, with restrictions on the Shares duly noted, until such Award shall have vested pursuant to Section 4 hereof, and as soon thereafter as practicable, the vested Shares shall be delivered to the Holder as the Holder shall direct. Alternatively, in the sole discretion of the Company, the Company shall hold a certificate or certificates representing the Shares subject to the Award until such Award shall have vested, in whole or in part, pursuant to Section 4 hereof, and the Company shall as soon thereafter as practicable, deliver the certificate or certificates for the vested Shares to the Holder and destroy the stock power or powers relating to the vested Shares delivered by the Holder pursuant to Section 1 hereof. If such stock power or powers also relate to unvested Shares, the Company may require, as a condition precedent to delivery of any certificate pursuant to this Section 3, the execution and delivery to the Company of one or more stock powers relating to such unvested Shares.
(a) The Award shall vest in full with respect to all of the Shares subject thereto on (i) the earlier of the third anniversary of the Grant Date or the date of the third annual meeting of stockholders of the Company following the Grant Date, or (ii) earlier pursuant to Section 4(b) hereof or in accordance with Section 6.8 of the PlanDATE.
(b) If the Holder ceases to be a member of employed by the Board Company by reason of Disability, by reason of retirement on or after age 70, Disability or by reason of the Holder's death, each Share subject to the Award shall vest in full as of the date that the Holder ceases to be a member of employed by the Board Company or the date of death, as the case may be.
(c) If the Holder ceases to be a member employed by the Company by reason of retirement on or after age 65 (or prior to age 65 with the consent of the Board Committee), the Award shall vest with respect to the number of Shares subject to the Award multiplied by a fraction whose numerator is the number of days between the date of the Award and the date on which the Holder's employment terminates (including the date of such termination) and the denominator of which is the number of days in the vesting period.
(d) If the Holder ceases to be employed by the Company by reason of involuntary termination without cause, the Award shall vest with respect to the number of Shares subject to the Award multiplied by a fraction whose numerator is the number of days between the date of the Award and the date on which the Holder's employment terminates (including the date of such termination) and the denominator of which is the number of days in the vesting period. Notwithstanding this provision, where the Holder is employed pursuant to an employment agreement in effect prior to the date of the Award that provides for the vesting in full of stock option awards upon involuntary termination without cause, the Shares subject to this award shall also vest in full.
(e) If the Holder ceases to be employed by the Company for any reason other than Disability, death, retirement on or after age 70, 65 (or deathprior to age 65 with the consent of the Committee) or involuntary termination without cause, each Share subject to the Award which has not vested prior thereto shall be forfeited by the Holder and shall be transferred, without payment of any consideration to the Holder, to the Company (or its assignee or nominee) and all rights of the Holder to or with respect to such Share shall terminate; provided, however, that the Committee may, in its discretion, accelerate the vesting thereof.
Appears in 1 contract
Custody and Delivery of Certificates Representing Shares. The Shares subject to the Award shall be held by the Company or by a custodian in book entry form, with restrictions on the Shares duly noted, until such Award shall have vested pursuant to Section 4 hereof, and as soon thereafter as practicable, the vested Shares shall be delivered to the Holder as the Holder shall direct. Alternatively, in the sole discretion of the Company, the Company shall hold a certificate or certificates representing the Shares subject to the Award until such Award shall have vested, in whole or in part, pursuant to Section 4 hereof, and the Company shall as soon thereafter as practicable, deliver the certificate or certificates for the vested Shares to the Holder and destroy the stock power or powers relating to the vested Shares delivered by the Holder pursuant to Section 1 hereof. If such stock power or powers also relate to unvested Shares, the Company may require, as a condition precedent to delivery of any certificate pursuant to this Section 3, the execution and delivery to the Company of one or more stock powers relating to such unvested Shares.
(a) The Award shall vest in full with respect Subject to all of the Shares subject thereto on (i) the earlier of the third anniversary of the Grant Date or the date of the third annual meeting of stockholders of the Company following the Grant Date, or (ii) earlier vesting pursuant to Section 4(b) hereof or in accordance with Section 6.8 of the Plan, the Award shall vest with respect to _____ Shares on each of the first and second anniversaries of the Grant Date and with respect to _____ Shares on the third anniversary of the Grant Date.
(b) If the Holder ceases to be a member of employed by the Board Company by reason of Disability, by reason of retirement on or after age 7065 (or prior to age 65 with the consent of the Committee), or by reason of the Holder's death, each Share subject to the Award shall vest in full as of the date that the Holder ceases to be a member of employed by the Board Company or the date of death, as the case may be.
(c) If the Holder ceases to be a member of employed by the Board Company for any reason other than Disability, retirement on or after age 7065 (or prior to age 65 with the consent of the Committee), or death, termination by the Company without "Cause", or by the Holder for "Good Reason" (as such terms are defined in the Holder's Employment Agreement with the Company) or termination following a "Change in Control" (as defined in the Xxxxxxxx, Inc. Executive Special Severance Plan) each Share subject to the Award which has not vested prior thereto shall be forfeited by the Holder and shall be transferred, without payment of any consideration to the Holder, to the Company (or its assignee or nominee) and all rights of the Holder to or with respect to such Share shall terminate; provided, however, that the Committee may, in its discretion, accelerate the vesting thereof.
Appears in 1 contract
