Common use of Distribution of Restricted Shares Clause in Contracts

Distribution of Restricted Shares. (a) As of the date hereof, certificates representing the Restricted Shares shall be registered in the name of the Grantee and held by the Company or transferred to a custodian appointed by the Company (the "Custodian", as the case may be) for the account of the Grantee subject to the terms and conditions of this Agreement and shall remain in the custody of the Company or such custodian until their delivery to the Grantee or Grantee's beneficiary or estate or their reversion to the Company, all as set forth herein. (b) Certificates representing Restricted Shares in respect of which the Restricted Period has lapsed pursuant to this Agreement shall be delivered to the Grantee as soon as practicable following the date on which the restrictions on such Restricted Shares lapse. Certificates representing Restricted Shares in respect of which the Restricted Period lapsed upon the Grantee's death shall be delivered to the executors or administrators of the Grantee's estate as soon as practicable following the receipt of proof of the Grantee's death satisfactory to the Company. (c) Each certificate representing Restricted Shares shall bear a legend in substantially the following form: THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE RESTRICTED SHARE AWARD AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER OF THE RESTRICTED SHARES REPRESENTED HEREBY AND IASIS HEALTHCARE CORPORATION (THE "COMPANY"). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT, A COPY OF WHICH IS ON FILE AT THE COMPANY.

Appears in 2 contracts

Samples: Director Compensation and Restricted Share Award Agreement (IASIS Healthcare LLC), Director Compensation and Restricted Share Award Agreement (IASIS Healthcare LLC)

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Distribution of Restricted Shares. (a) As If a Participant to whom Restricted Shares have been granted remains in the continuous employment of the date hereofCorporation or a Subsidiary Company during the entire Restriction Period, upon the expiration of the Restriction Period all restrictions applicable to the Restricted Shares shall lapse, and the certificate or certificates representing the shares of Common Stock that were granted to the Participant in the form of Restricted Shares shall be delivered to the Participant. (b) If the employment of a Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Restriction Period, the Restricted Shares shall be registered in the name forfeited immediately and all rights of the Grantee and Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant's employment is terminated by reason of the Retirement of the Participant in service before the expiration of the Restriction Period, the number of Restricted Shares held by the Company or transferred to a custodian appointed Corporation for the Participant's account shall be reduced by the Company (the "Custodian", as the case may be) for the account proportion of the Grantee subject to Restriction Period remaining after the terms and conditions Participant's termination of this Agreement and shall remain in employment; the custody restrictions on the balance of the Company or such custodian until their delivery to the Grantee or Grantee's beneficiary or estate or their reversion to the Company, all as set forth herein. (b) Certificates representing Restricted Shares in respect shall lapse on the date the Participant's employment terminated; and the certificate or certificates representing the shares of Common Stock upon which the Restricted Period has restrictions have lapsed pursuant to this Agreement shall be delivered to the Grantee as soon as practicable following Participant on the date that is six months after the date of the Participant's termination from employment. If the Participant's employment is terminated by reason of the Disability of the Participant in service before the expiration of the Restriction Period, the number of Restricted Shares held by the Corporation for the Participant's account shall be reduced by the proportion of the Restriction Period remaining after the Participant's Disability; the restrictions on the balance of such Restricted Shares shall lapse on the date of the Participant's Disability; and the certificate or certificates representing the shares of Common Stock upon which the restrictions on such Restricted Shares lapse. Certificates representing Restricted Shares in respect of which the Restricted Period have lapsed upon the Grantee's death shall be delivered to the executors or administrators Participant. If the employment of a Participant is terminated by reason of the Grantee's estate as soon as practicable following the receipt of proof death of the GranteeParticipant in service before the expiration of the Restriction Period, the number of Restricted Shares held by the Corporation for the Participant's death satisfactory account shall be reduced by the proportion of the Restriction Period remaining after the Participant's death; the restrictions on the balance of such Restricted Shares shall lapse on the date of the Participant's death; and the certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to the CompanyParticipant's beneficiary. (c) Each certificate representing The Committee, in its sole discretion, may waive any or all restrictions with respect to Restricted Shares. Notwithstanding any waiver, any delivery of Restricted Shares shall bear to a legend in substantially the following form: THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE RESTRICTED SHARE AWARD AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER OF THE RESTRICTED SHARES REPRESENTED HEREBY AND IASIS HEALTHCARE CORPORATION (THE "COMPANY"). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT, A COPY OF WHICH IS ON FILE AT THE COMPANYParticipant may not be made earlier than delivery would have been made absent such waiver of restrictions.

Appears in 1 contract

Samples: Restricted Share Agreement (Norfolk Southern Corp)

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Distribution of Restricted Shares. (a) As If a Participant to whom Restricted Shares have been granted remains in the continuous employment of the date hereofCorporation or a Subsidiary Company during the entire Restriction Period, upon the expiration of the Restriction Period all restrictions applicable to the Restricted Shares shall lapse, and the certificate or certificates representing the shares of Common Stock that were granted to the Participant in the form of Restricted Shares shall be delivered to the Participant. (b) If the employment of a Participant is terminated for any reason other than the Retirement, Disability, or death of the Participant in service before the expiration of the Restriction Period, the Restricted Shares shall be registered in the name forfeited immediately and all rights of the Grantee and Participant to such shares shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. If the Participant's employment is terminated by reason of the Retirement of the Participant in service before the expiration of the Restriction Period, the number of Restricted Shares held by the Company or transferred to a custodian appointed Corporation for the Participant's account shall be reduced by the Company (the "Custodian", as the case may be) for the account proportion of the Grantee subject to Restriction Period remaining after the terms and conditions Participant's termination of this Agreement and shall remain in employment; the custody restrictions on the balance of the Company or such custodian until their delivery to the Grantee or Grantee's beneficiary or estate or their reversion to the Company, all as set forth herein. (b) Certificates representing Restricted Shares in respect shall lapse on the date the Participant's employment terminated; and the certificate or certificates representing the shares of Common Stock upon which the Restricted Period has restrictions have lapsed pursuant to this Agreement shall be delivered to the Grantee as soon as practicable following Participant in accordance with the Plan. If the Participant's employment is terminated by reason of the Disability of the Participant in service before the expiration of the Restriction Period, the number of Restricted Shares held by the Corporation for the Participant's account shall be reduced by the proportion of the Restriction Period remaining after the Participant's Disability; the restrictions on the balance of such Restricted Shares shall lapse on the date on of the Participant's Disability; and the certificate or certificates representing the shares of Common Stock upon which the restrictions on such Restricted Shares lapse. Certificates representing Restricted Shares in respect of which the Restricted Period have lapsed upon the Grantee's death shall be delivered to the executors or administrators Participant. If the employment of a Participant is terminated by reason of the Grantee's estate as soon as practicable following the receipt of proof death of the GranteeParticipant in service before the expiration of the Restriction Period, the number of Restricted Shares held by the Corporation for the Participant's death satisfactory account shall be reduced by the proportion of the Restriction Period remaining after the Participant's death; the restrictions on the balance of such Restricted Shares shall lapse on the date of the Participant's death; and the certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to the CompanyParticipant's beneficiary. (c) Each certificate representing The Committee, in its sole discretion, may waive any or all restrictions with respect to Restricted Shares. Notwithstanding any waiver, any delivery of Restricted Shares shall bear to a legend in substantially the following form: THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE RESTRICTED SHARE AWARD AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER OF THE RESTRICTED SHARES REPRESENTED HEREBY AND IASIS HEALTHCARE CORPORATION (THE "COMPANY"). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT, A COPY OF WHICH IS ON FILE AT THE COMPANYParticipant may not be made earlier than delivery would have been made absent such waiver of restrictions.

Appears in 1 contract

Samples: Restricted Share Agreement (Norfolk Southern Corp)

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