Forfeiture and Expiration of Restrictions. (a) Except as otherwise provided in Sections 5, 6 or 7 below, as applicable, the forfeiture and other restrictions on the Restricted Shares granted pursuant to this Agreement shall lapse and such Restricted Shares shall vest in accordance with the following schedule: (i) One-third (1/3) of the Restricted Shares (the “2011 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2011, and (B) the Company achieves the Performance Standard (as defined below). If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31, 2013, the 2011 Shares (and any associated Unvested Dividends) shall be forfeited. (ii) One-third (1/3) of the Restricted Shares (the “2012 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2012, and (B) the Company achieves the Performance Standard (as defined below). If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31, 2013, the 2012 Shares (and any associated Unvested Dividends) shall be forfeited. (iii) One-third (1/3) of the Restricted Shares (the “2013 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2013 and (B) the Company achieves the Performance Standard (as defined below). If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31, 2013, the 2013 Shares (and any associated Unvested Dividends) shall be forfeited. If the Executive meets the applicable Employment Requirement, the 2011 Shares, the 2012 Shares and/or the 2013 Shares, as the case may be, will become vested on the date, if any, that the Compensation Committee (the “Committee”) certifies that the Company has met the Performance Standard. Restricted Shares that become vested as provided above (or, as applicable, pursuant to Sections 5, 6 or 7 hereof) are hereinafter referred to as “Vested Shares.” (b) For purposes of this Agreement, the following terms shall have the meanings assigned below:
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Samples: Restricted Stock Agreement (Holly Corp), Restricted Stock Agreement (Holly Corp)
Forfeiture and Expiration of Restrictions. (a) Except as otherwise provided in Sections 5, 6 or 7 below, as applicable, The Director shall forfeit to the forfeiture and other restrictions on Company all of the Restricted Shares granted pursuant immediately and without any payment to this Agreement shall lapse the Director whatsoever if the Director ceases to be a member of the Board before the Annual Meeting of Stockholders of the Company in at which directors of the Company are elected (the “Vesting Date”), for any reason, other than death, total and permanent disability, or retirement, as provided in Section 4(b) below. On and after such date, all such Restricted Shares shall vest in accordance with be fully vested and nonforfeitable (“Vested Shares”).
(b) In the following schedule:
event of the Director’s (i) One-third (1/3) of the Restricted Shares (the “2011 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1death, 2011, and (B) the Company achieves the Performance Standard (as defined below). If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31, 2013, the 2011 Shares (and any associated Unvested Dividends) shall be forfeited.
(ii) One-third (1/3) of the Restricted Shares (the “2012 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2012, total and (B) the Company achieves the Performance Standard (as defined below). If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31, 2013, the 2012 Shares (and any associated Unvested Dividends) shall be forfeited.
(iii) One-third (1/3) of the Restricted Shares (the “2013 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2013 and (B) the Company achieves the Performance Standard (as defined below). If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31, 2013, the 2013 Shares (and any associated Unvested Dividends) shall be forfeited. If the Executive meets the applicable Employment Requirement, the 2011 Shares, the 2012 Shares and/or the 2013 Sharespermanent disability, as determined by the case may be, will become vested on the date, if any, that the Long-Term Incentive Compensation Plan Committee (the “Committee”) certifies in its sole discretion, or (iii) retirement, in accordance with the retirement policy of the Company regarding Board members, before lapse of all restrictions pursuant to Section 4(a) above, the Director shall be vested with a number of the Restricted Shares equal to the number of Restricted Shares specified in Section 1 times the percentage that the Company has met period from the Performance StandardDate of Grant to the date of death, disability or retirement bears to 1095 days and any remaining Restricted Shares shall be forfeited; provided, however, that any fractional shares will be forfeited to the Company. The Director or his designated beneficiary or estate will have no right to any Restricted Shares that become vested as provided above remain subject to restrictions, and those Restricted Shares will be forfeited.
(or, as applicable, c) In the event of a Change in Control before lapse of all restrictions pursuant to Sections 5Section 4(a) above, 6 all restrictions described in Section 5 shall lapse and the Restricted Shares will become Vested Shares and the Company shall deliver a certificate or 7 hereof) are hereinafter referred certificates for the Vested Shares to the Director as “Vested Shares.”
(b) soon as practicable thereafter. For purposes of this Agreement, a “Change in Control” shall occur if:
(i) Any “Person” (as defined in Section 4(d)(i) below), other than (1) the following terms shall have Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the meanings assigned Company or any of its “Affiliates” (as defined in Section 4(d)(iv) below) (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “Beneficial Owner” (as defined in Section 4(d)(ii) below), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates) representing more than forty percent (40%) of the combined voting power of the Company’s then outstanding securities, or more than forty percent (40%) of the then outstanding common stock of the Company, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in Section 4(c)(iii)(A) below.
(ii) The individuals who as of the Date of Grant constitute the Board of Directors of the Company and any “New Director” (as defined in Section 4(d)(iii) below) cease for any reason to constitute a majority of the Board.
(iii) There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, except if:
(A) the merger or consolidation results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or
(B) the merger or consolidation is effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly, or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing more than forty percent (40%) of the combined voting power of the Company’s then outstanding securities.
(iv) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least sixty percent (60%) of the combined voting power of the voting securities of which is owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.
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Forfeiture and Expiration of Restrictions. (a) Except as otherwise provided in Sections 5, 6 or 7 below, as applicable, The Employee shall forfeit to the forfeiture and other restrictions on Company (i) all of the Restricted Shares granted pursuant immediately and without any payment to this Agreement shall lapse the Employee whatsoever if the Employee’s employment with the Company or a subsidiary of the Company is terminated before [INSERT DATE] for any reason other than death, total and such permanent disability, or retirement, as provided in Section 4(b) below, and (ii)two-thirds (2/3) of the Restricted Shares shall vest in accordance if the Employee’s employment with the following schedule:
Company or a subsidiary of the Company is so terminated after [INSERT DATE] and before [INSERT DATE], and (iiii) Oneone-third (1/3) of the Restricted Shares (if the “2011 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2011, and (B) Employee’s employment with the Company achieves or a subsidiary of the Performance Standard (as defined below)Company is so terminated after [INSERT DATE] and before [INSERT DATE]. If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31After [INSERT DATE], 2013, the 2011 Shares (and any associated Unvested Dividends) shall be forfeited.
(ii) Oneone-third (1/3) of the Restricted Shares (the “2012 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2012and nonforfeitable, and after [INSERT DATE], two-thirds (B) the Company achieves the Performance Standard (as defined below). If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31, 2013, the 2012 Shares (and any associated Unvested Dividends) shall be forfeited.
(iii) One-third (1/32/3) of the Restricted Shares (the “2013 Shares”) will shall be fully vested if and nonforfeitable, and after [INSERT DATE] all Restricted Shares shall be fully vested and nonforfeitable (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2013 and (B) the Company achieves the Performance Standard (as defined below“Vested Shares”). If [THE FOREGOING PROVISIONS TO BE REVISED TO REFLECT ANY APPLICABLE VESTING PERIOD GREATER OR LESS THAN THREE YEARS]
(b) In the Executive fails to meet event of the Employment Requirement or if the Performance Standard is not achieved on or before December 31Employee’s (i) death, 2013, the 2013 Shares (ii) total and any associated Unvested Dividends) shall be forfeited. If the Executive meets the applicable Employment Requirement, the 2011 Shares, the 2012 Shares and/or the 2013 Shares, permanent disability as the case may be, will become vested on the date, if any, that determined by the Compensation Committee (the “Committee”) certifies in its sole discretion, or (iii) retirement after attaining the normal retirement age of 62 or retirement after attaining an earlier retirement age approved by the Committee, in its sole discretion, before lapse of all restrictions pursuant to Section 4(a) above, the Employee shall forfeit a number of Restricted Shares equal to the number of Restricted Shares specified in Section 1 times the percentage that the Company has met period of full months beginning on the Performance Standard. first day of the calendar month following the date of death, disability or retirement and ending on [INSERT DATE] bears to [INSERT NUMBER OF MONTHS IN VESTING PERIOD] and any remaining Restricted Shares that are not vested shall become vested Vested Shares; provided, however, that any fractional shares will be forfeited to the Company. In its sole discretion, the Committee may decide to vest all of the Restricted Shares in lieu of the prorated number of Restricted Shares as provided above in this Section 4(b). Unless the Committee determines otherwise, in its sole discretion, the Employee or the Employee’s beneficiary or estate will have no right to any Restricted Shares that remain subject to restrictions, and those Restricted Shares will be forfeited.
(or, c) In the event of a “Special Involuntary Termination” as applicable, defined in Section 4(d)(vi) before lapse of all restrictions pursuant to Sections 5Section 4(a) above, 6 or 7 hereof) are hereinafter referred all restrictions described in Section 5 shall lapse and the Restricted Shares will become Vested Shares and the Company shall deliver the Vested Shares to the Employee as “Vested Sharessoon as practicable thereafter.”
(b) For purposes of this Agreement, the following terms shall have the meanings assigned below:
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Forfeiture and Expiration of Restrictions. (a) Except as otherwise provided in Sections 5, 6 or 7 below, as applicable, the forfeiture and other restrictions on the Restricted Shares granted pursuant to this Agreement shall lapse and such Restricted Shares shall vest in accordance with the following schedule:
(i) One-third (1/3) of the [ ] Restricted Shares (the “2011 [YEAR 1] Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2011[INSERT DATE], and (B) the Company achieves the Performance Standard (as defined below). If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31, 2013[INSERT DATE], the 2011 [YEAR 1] Shares (and any associated Unvested Dividends) shall be forfeited.
(ii) One-third (1/3) of the [ ] Restricted Shares (the “2012 [YEAR 2] Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2012[INSERT DATE], and (B) the Company achieves the Performance Standard (as defined below). If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31, 2013[INSERT DATE], the 2012 [YEAR 2] Shares (and any associated Unvested Dividends) shall be forfeited.
(iii) One-third [ADDITIONAL (1/3OR LESS) of the Restricted Shares (the “2013 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2013 and (B) the Company achieves the Performance Standard (as defined below). If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31, 2013, the 2013 Shares (and any associated Unvested Dividends) shall be forfeitedYEARS TO BE INCLUDED DEPENDING ON THE APPLICABLE TIME BASED VESTING PERIOD]. If the Executive meets the applicable Employment Requirement, the 2011 [YEAR 1] Shares, the 2012 [YEAR 2] Shares [and/or the 2013 Shares_____], as the case may be, will become vested on the date, if any, that the Compensation Committee (the “Committee”) certifies that the Company has met the Performance Standard. Restricted Shares that become vested as provided above (or, as applicable, pursuant to Sections 5, 6 or 7 hereof) are hereinafter referred to as “Vested Shares.”
(b) For purposes of this Agreement, the following terms shall have the meanings assigned below:
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Forfeiture and Expiration of Restrictions. (a) Except as otherwise provided in Sections 5, 6 or 7 below, as applicable, The Executive shall forfeit to the forfeiture and other restrictions on Company (i) all of the Restricted Shares granted pursuant immediately and without any payment to this Agreement shall lapse the Executive whatsoever if the Executive’s employment with the Company or a subsidiary of the Company is terminated before , for any reason other than death, total and such permanent disability, or retirement, as provided in Section 4(b) below, and (ii)one-half (1/2) of the Restricted Shares shall vest in accordance if the Executive’s employment with the following schedule:
Company or a subsidiary of the Company is so terminated after , and before , . After , , one-half (i) One-third (1/31/2) of the Restricted Shares (the “2011 “ Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2011, and (B) the Company achieves the Performance Standard (as defined below)) for a quarter in the period beginning , and ending , . If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31for a quarter in the period beginning , 2013and ending , the 2011 Shares (and any associated Unvested Dividends) shall be forfeited.
(ii) One. The remaining one-third (1/3) half of the Restricted Shares (the “2012 “ Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2012, and (B) the Company achieves the Performance Standard (as defined below)for a quarter in the period beginning , and ending , . If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31for a quarter in the period beginning , 2013and ending , , the 2012 Shares (and any associated Unvested Dividends) shall be forfeited.
(iii) One-third (1/3) of the Restricted Shares (the “2013 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2013 and (B) the Company achieves the Performance Standard (as defined below). If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31, 2013, the 2013 Shares (and any associated Unvested Dividends) shall be forfeited. If the Executive meets the applicable Employment Requirement, the 2011 Shares, the 2012 Shares and/or the 2013 Shares, Shares as the case may be, be will become vested on the date, if any, that the Long-Term Incentive Compensation Plan Committee (the “Committee”) certifies that the Company has met the Performance StandardStandard applicable for the Shares and/or the Shares as the case may be. For purposes of this Agreement, the Employment Requirement means employment of the Executive by the Company or a subsidiary at the date specified. For purposes of this Agreement, the Performance Standard for any quarter is average Quarterly Adjusted Net Income (as defined below) per diluted share of not less than (computed taking into account the two-for-one stock split effective August 30, 2004) for the period that began on , and ends at the end of the quarter considered, computed as a simple average (which will include only a single quarter in the case of the quarter ending , ) of the Quarterly Adjusted Net Income per diluted share computed for each quarter in such period. Quarterly Adjusted Net Income means net income for a quarter, as reported by the Company in its filings with the Securities and Exchange Commission, adjusted to exclude the effects of recoveries or liabilities resulting from litigation and administrative proceedings involving the Company and its subsidiaries. Restricted Shares that become vested as provided above (or, as applicable, pursuant to Sections 5, 6 or 7 hereof) are hereinafter hereafter referred to as “Vested Shares.”
(b) For purposes In the event of this Agreementthe Executive’s (i) death, (ii) total and permanent disability as determined by the Long-Term Incentive Compensation Plan Committee (the “Committee”) in its sole discretion, or (iii) retirement after attaining the normal retirement age of 62 or retirement after attaining an earlier retirement age approved by the Committee, in its sole discretion, before lapse of all restrictions pursuant to Section 4(a) above, the Executive shall forfeit a number of Restricted Shares equal to the number of Restricted Shares specified in Section 1 times the percentage that the period of full months beginning on the first day of the calendar month following terms the date of death, disability or retirement and ending on , bears to twenty-four (24) and any remaining Restricted Shares that are not vested shall become Vested Shares; provided, however, that any fractional shares will be forfeited to the Company. In its sole discretion, the Committee may decide to vest all of the Restricted Shares in-lieu of the prorated number of Restricted Shares as provided in this Section 4(b). Unless the Committee determines otherwise, in its sole discretion, the Executive or the Executive’s beneficiary or estate will have no right to any Restricted Shares that remain subject to restrictions, and those Restricted Shares will be forfeited.
(c) In the meanings assigned below:event of a “Special Involuntary Termination” as defined in Section 4(d)(vi) before lapse of all restrictions pursuant to Section 4(a) above, all restrictions described in Section 5 shall lapse and the Restricted Shares will become Vested Shares and the Company shall deliver the Vested Shares to the Executive as soon as practicable thereafter.
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Forfeiture and Expiration of Restrictions. (a) Except as otherwise provided in Sections 5, 6 or 7 below, as applicable, the forfeiture and other restrictions on the Restricted Shares granted pursuant to this Agreement shall lapse and such Restricted Shares shall vest in accordance with the following schedule:
(i) One-third (1/3) of the Restricted Shares (the “2009 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2009, and (B) the Company achieves the Performance Standard (as defined below) for a quarter in the period beginning October 1, 2008 and ending December 31, 2011. If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved for a quarter in the period beginning October 1, 2008 and ending December 31, 2011, the 2009 Shares shall be forfeited.
(ii) One-third (1/3) of the Restricted Shares (the “2010 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2010, and (B) the Company achieves the Performance Standard (as defined below) for a quarter in the period beginning October 1, 2009 and ending December 31, 2011. If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved for a quarter in the period beginning October 1, 2009 and ending December 31, 2011, the 2010 Shares shall be forfeited.
(iii) One-third (1/3) of the Restricted Shares (the “2011 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2011, 2011 and (B) the Company achieves the Performance Standard (as defined below)) for a quarter in the period beginning October 1, 2010 and ending December 31, 2011. If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before for a quarter in the period beginning October 1, 2010 and ending December 31, 20132011, the 2011 Shares (and any associated Unvested Dividends) shall be forfeited.
(ii) One-third (1/3) of the Restricted Shares (the “2012 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2012, and (B) the Company achieves the Performance Standard (as defined below). If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31, 2013, the 2012 Shares (and any associated Unvested Dividends) shall be forfeited.
(iii) One-third (1/3) of the Restricted Shares (the “2013 Shares”) will be fully vested if (A) the Executive meets the Employment Requirement (as defined below) on January 1, 2013 and (B) the Company achieves the Performance Standard (as defined below). If the Executive fails to meet the Employment Requirement or if the Performance Standard is not achieved on or before December 31, 2013, the 2013 Shares (and any associated Unvested Dividends) shall be forfeited. If the Executive meets the applicable Employment Requirement, the 2011 2009 Shares, the 2012 2010 Shares and/or the 2013 2011 Shares, as the case may be, will become vested on the date, if any, that the Compensation Committee (the “Committee”) certifies that the Company has met the Performance StandardStandard applicable for the 2009 Shares, the 2010 Shares and/or the 2011 Shares, as the case may be. Restricted Shares that become vested as provided above (or, as applicable, pursuant to Sections 5, 6 or 7 hereof) are hereinafter referred to as “Vested Shares.”
(b) For purposes of this Agreement, the following terms shall have the meanings assigned below:
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