Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant as of ____________, 20__ (the “Grant Date”), an Award under the Plan of _______ Restricted Stock Units (the “Awarded Units”). Each Awarded Unit shall be a notional Share, with the value of each Awarded Unit being equal to the Fair Market Value of a Share at any time. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.
(b) Subject to the terms and conditions of this Agreement, one hundred percent (100%) of the Awarded Units shall vest and no longer be subject to any restriction (other than the restrictions set forth in Section 4(b) and Section 5 below) on the ______ anniversary of the Grant Date (the “Restriction Period”), provided that the Participant is employed by (or, if the Participant is a director or consultant, is providing services to) the Company or any of its Subsidiaries or Affiliates on such date.
(c) Notwithstanding the foregoing, in the event of the Participant’s Termination of Employment during the Restriction Period due to death or Disability (as defined below), Retirement (as defined below) or by the Company without Cause (as defined below), a prorated portion of the Awarded Units granted hereunder shall immediately vest and no longer be subject to restriction, with such proration determined by multiplying the total number of the Awarded Units granted hereunder by a fraction, the numerator of which is the number of months during the Restriction Period that the Participant was employed, including the full vesting month in which the Participant’s death or Disability, Retirement or Termination of Employment without Cause occurs, and the denominator of which is ____________. Except as provided in the preceding sentence, in the event of the Participant’s Termination of Employment during the Restriction Period, all unvested Awarded Units shall be forfeited by the Participant for no consideration effective immediately upon such termination. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Units shall cease and terminate, without any further obligation on the part of the Company. For purposes of this Agreement, employment with the Company shall include employment with the Company’s Subsidiaries and those of its successors. Nothing in this Agreement or the Plan shall confer ...
Grant and Vesting of Restricted Stock Units. (a) As of the Grant Date, the Participant will be credited with ___________ Restricted Stock Units. Each Restricted Stock Unit is a notional amount that represents one unvested share of Common Stock, $0.01 par value, of the Company (the “Common Stock”). Each Restricted Stock Unit constitutes the right, subject to the terms and conditions of the Plan and this Award Agreement, to distribution of a Share following the vesting of such Restricted Stock Units and satisfaction of the other requirements contained herein. If the Participant’s employment with the Company and all of its Affiliates terminates before the date that all of the Restricted Stock Units vest and are distributed, his or her right to receive the Shares underlying Restricted Stock Units will be only as provided in Section 4.
(b) The Restricted Stock Units will vest on the third anniversary of the Grant Date, subject to the provisions of Section 4.
Grant and Vesting of Restricted Stock Units. (a) As of the Grant Date, the Participant will be credited with XXX Restricted Stock Units. Each Restricted Stock Unit is a notional amount that represents one unvested Share and constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to distribution of a Share if and when the Restricted Stock Unit vests.
(b) The Restricted Stock Units shall fully vest on the date that is two years after the Grant Date. Such vesting period is subject to the Participant’s continuous service with the Company or a Subsidiary or Affiliate thereof, as applicable, whether as an Employee, Director or Consultant (“Service”), from the Grant Date through such vesting date, except as may otherwise be provided in Sections 3 and 4 hereof.
Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Plan, the Corporation hereby grants Restricted Stock Units to the Director pursuant to Section 7 of the Plan.
(b) Subject to the terms and conditions of this Agreement and to the provisions of the Plan, the Restricted Stock Units shall vest and no longer be subject to any restriction (such period during which restrictions apply is the “Restriction Period”):
Grant and Vesting of Restricted Stock Units. (a) As of the Grant Date, the Participant will be credited with [[SHARESGRANTED]] Restricted Stock Units. Each Restricted Stock Unit is a notional amount that represents the right to receive one Share, subject to the terms and conditions of the Plan and this Agreement, if and when the Restricted Stock Unit vests.
(b) The Restricted Stock Units shall vest in full on the first (1st) anniversary of the Grant Date, subject to the Participant’s continuous service with the Company or a Subsidiary or Affiliate thereof, as applicable, as a Director (“Service”), from the Grant Date through such anniversary. For the avoidance of doubt, if the Participant incurs a change in status from a Director to an Employee of the Company or an Affiliate before the Restricted Stock Units have vested, such change in status alone shall not constitute a termination of Service for purposes of these Restricted Stock Units.
Grant and Vesting of Restricted Stock Units. (a) As of the Grant Date, the Participant will be credited with [_____] Restricted Stock Units. Each Restricted Stock Unit is a notional amount that represents the right to receive one Share, subject to the terms and conditions of the Plan and this Agreement, if and when the Restricted Stock Unit vests.
(b) The Restricted Stock Units shall vest [FOR ANNUAL GRANTS: in full on the first (1st) anniversary of the Grant Date, subject to the Participant’s continuous service with the Company or a Subsidiary or Affiliate thereof, as applicable, as a Director (“Service”), from the Grant Date through such anniversary] [FOR NEW DIRECTOR GRANTS: in three (3) substantially equal annual installments on each of the first three (3) anniversaries of the Grant Date, subject to the Participant’s continuous service with the Company or a Subsidiary or Affiliate thereof, as applicable, as a Director (“Service”), from the Grant Date through each such anniversary].
Grant and Vesting of Restricted Stock Units. (a) As of the Grant Date, the Participant will be credited with the number of Restricted Stock Units set forth on the Notice attached hereto. Each Restricted Stock Unit is a notional amount that represents the right to receive one Share, subject to the terms and conditions of the Plan and this Agreement, if and when the Restricted Stock Unit vests.
(b) The Restricted Stock Units shall vest in equal installments on the first and second anniversaries of the Grant Date, with 50% vesting on the first anniversary and 50% vesting on the second anniversary. Such vesting period is subject to the Participant’s continuous service with the Company or a Subsidiary or Affiliate thereof, as applicable, whether as an Employee, Director or Consultant (“Service”), from the Grant Date through such vesting date, except as may otherwise be provided in Sections 3 and 4 hereof.
Grant and Vesting of Restricted Stock Units. (a) As of the Grant Date, the Participant will be credited with [______] time-vesting Restricted Stock Units (the “Units”). Each Unit is a notional amount that represents one unvested Share and constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to distribution of a Share if and when the Unit vests. The number of Units subject to this Award may be adjusted in any manner as contemplated by Section 5 of the Plan. The vesting of the Units shall be measured from January 1, 2017 (the “Vesting Commencement Date”).
(b) The Units shall vest in equal annual installments on each of the first (1st), second (2nd) and third (3rd) anniversaries of the Vesting Commencement Date (each, a “Vesting Date”) and be payable in accordance with Section 4 subject to the Participant’s continuous service with the Company or a Subsidiary or Affiliate thereof, as applicable, whether as an Employee, Director or Consultant (“Service”), from the Vesting Commencement Date through the applicable Vesting Date, except as may otherwise be provided in the Participant’s employment or other services agreement with the Company (if applicable).
Grant and Vesting of Restricted Stock Units. (a) Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Participant, as of the Grant Date, Restricted Stock Units (the “Restricted Stock Units”), each with respect to one Share. The Restricted Stock Units shall vest in accordance with Section 1(b) of this Agreement.
(b) Subject to the terms and conditions of this Agreement and the provisions of the Plan, the Restricted Stock Units shall vest and no longer be subject to any restriction (such period during which restrictions apply to a Restricted Stock Unit, the “Restriction Period” with respect to such unit) in four equal installments on each of the first four anniversaries of the Grant Date (each such anniversary, the “Vesting Date” with respect to the applicable Restricted Stock Units); provided the Participant has not incurred a Termination of Service prior to the applicable Vesting Date.
(c) In the event that the Participant incurs a Termination of Service during the Restriction Period for any reason, all unvested Restricted Stock Units shall be forfeited by the Participant effective immediately upon such Termination of Service and shall cease to be eligible for vesting hereunder.
(d) In the event of a Change in Control, the provisions of Section 10 of the Plan shall apply to the Restricted Stock Units.
(e) Notwithstanding any other provision hereof, in the event that the Participant violates any of the restrictive covenants set forth in the applicable Employee Agreement between the Participant and the Company (or in any other agreement between the Participant and the Company), (i) the Restricted Stock Units, to the extent unvested, shall be immediately forfeited, and (ii) the Company may require the Participant to repay the proceeds of any Restricted Stock Unit settlement (measured based on the Fair Market Value on the date of settlement) that occurred during the year prior to such violation.
Grant and Vesting of Restricted Stock Units. (a) Subject to the provisions of this Agreement and to the provisions of the Corporation’s 2008 Stock and Annual Incentive Plan (the “Plan”), the Corporation hereby grants to the Director restricted stock units (the “Restricted Stock Units”). The Restricted Stock Units are granted under Section 7 of the Plan, each with respect to one share of common stock of the Corporation, par value $.01 per share (“Common Stock”). All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.
(b) Subject to the terms and conditions of this Agreement and to the provisions of the Plan, the Restricted Stock Units shall vest and no longer be subject to any restriction (such period during which restrictions apply is the “Restriction Period”) as follows: , 20 % , 20 %
(c) In the event of termination of the Director’s service with the Corporation during the Restriction Period for any reason, all remaining unvested Restricted Stock Units shall be forfeited by the Director and canceled in their entirety effective immediately upon such termination.
(d) Nothing in this Agreement or the Plan shall confer upon the Director any right to continue in the service of the Corporation or any of its Affiliates.
