Common use of Grant of Shares Clause in Contracts

Grant of Shares. Pursuant to action of the Compensation Committee of the Board of Directors of the Company, and in consideration of valuable services heretofore rendered by the Employee to the Company and of the agreements hereinafter set forth, the Company has granted to the Employee the right to receive «NoShares» («NoShares12345») common shares of the Company (the “Restricted Stock Units” used herein “Units”) on the Delivery Date. The “Delivery Date” of the shares shall be the date on which the Restriction (as defined in Section 2 below) on such Units lapse. Unless indicated otherwise, the shares of stock shall be delivered in an equal number of shares (subject to rounding) as of each Delivery Date, if there is more than one Delivery Date applicable. The shares shall be issued from the Company’s available treasury shares. Prior to the Delivery Date(s), (a) the Employee shall not be treated as a shareholder as to those shares, and shall only have a contractual right to receive them, unsecured by any assets of the Company or the subsidiaries; (b) the Employee shall not be permitted to vote the Restricted Stock Units; and (c) the Employee’s right to receive such shares will be subject to the adjustment provisions relating to mergers, reorganizations, and similar event set forth in the Plan. The Restricted Stock Units shall be subject to all of the restrictions hereinafter set forth. The Employee shall be permitted to receive cash payments equal to the dividends and distributions paid on shares of stock (other than dividends or distributions of securities of the Company which may be issued with respect to its shares by virtue of any stock split, combination, stock dividend or recapitalization) to the same extent as if each Unit was a share of stock, and those shares were not subject to the restrictions imposed by this Agreement and the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Employee with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Employee has forfeited the Restricted Stock Units.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Abbott Laboratories)

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Grant of Shares. Pursuant 1.1 The Company has issued to action the Holder, effective as of the Compensation Committee Grant Date set forth on Schedule A, the Shares on the terms and conditions set forth herein and in the Plan. The Shares shall be subject to forfeiture in the event the Holder ceases to serve as a member of the Board of Directors of the CompanyCompany for any reason prior to the first anniversary of the Grant Date. The period prior to the first anniversary of the Grant Date is hereinafter referred to as the “Restriction Period.” 1.2 The Shares shall constitute issued and outstanding shares of common stock for all corporate purposes, and in consideration of valuable services heretofore rendered by the Employee to the Company and of the agreements hereinafter set forth, the Company has granted to the Employee Holder shall have the right to vote such Shares, to receive «NoShares» («NoShares12345») common shares and retain all cash dividends as the Board may, in its sole discretion, pay on such Shares, and to exercise all of the Company (the “Restricted Stock Units” used herein “Units”) on the Delivery Date. The “Delivery Date” rights, powers and privileges of the shares shall be the date on which the Restriction (as defined in Section 2 below) on a holder of common stock with respect to such Units lapse. Unless indicated otherwiseShares, the shares of stock shall be delivered in an equal number of shares (subject to rounding) as of each Delivery Date, if there is more than one Delivery Date applicable. The shares shall be issued from the Company’s available treasury shares. Prior to the Delivery Date(s), except that (a) the Employee Holder shall not be treated as entitled to delivery of evidence of book-entry or a shareholder as to those shares, share certificate until the Shares vest in accordance with Section 1.3; and shall only have a contractual right to receive them, unsecured by any assets of the Company or the subsidiaries; (b) other than cash dividends as the Employee shall not be permitted Board, in its sole discretion, distributes, the Company will retain custody of all distributions (“Retained Distributions”) made or declared with respect to vote the Restricted Stock Units; Shares (and (c) the Employee’s right to receive such shares Retained Distributions will be subject to the adjustment provisions relating same restrictions, terms and conditions as applicable to mergersthe Shares) until such time, reorganizationsif ever, as the Shares with respect to which such Retained Distributions shall have been distributed have become vested. 1.3 If the Holder is still a member of the Board of Directors of the Company the end of the Restriction Period, the Shares shall fully vest and similar event set forth in the Plan. The Restricted Stock Units shall no longer be subject to all forfeiture by the Holder. After the date that the Shares become vested, upon the request of the restrictions hereinafter set forth. The Employee Holder, the Company, in its discretion, shall be permitted either instruct its transfer agent to receive cash payments equal issue and deliver to the dividends and distributions paid on shares Holder evidence of stock (other than dividends book-entry or distributions a certificate for the Shares or otherwise permit the Shares to be transferred by the Holder. Subject to the provisions of securities Section 1.4, if, at any time prior to the vesting of the Shares in accordance with the first sentence of this Section 1.3, the Holder ceases to be a member of the Board of Directors of the Company which may for any reason, then the Shares that have not then vested (and the Retained Distributions with respect thereto) shall be issued automatically forfeited to the Company and the Holder shall not thereafter have any rights with respect to its shares such Shares (or the Retained Distributions with respect thereto). In such event, the Company is authorized by virtue of any stock splitthe Holder to instruct the Company’s transfer agent to cancel and return the Shares (and, combinationif applicable, stock dividend or recapitalizationthe Retained Distributions with respect thereto) to the same extent as if each Unit was a share status of stock, and those authorized but unissued shares were not subject to the restrictions imposed by this Agreement and the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Employee with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Employee has forfeited the Restricted Stock UnitsCommon Stock.

Appears in 1 contract

Samples: Restricted Stock Agreement (WisdomTree Investments, Inc.)

Grant of Shares. Pursuant 1.1 The Company has issued to action the Holder, effective as of the Compensation Committee Grant Date set forth on Schedule A, the Shares on the terms and conditions set forth herein and in the Plan. The Shares shall be subject to forfeiture in the event the Holder ceases to serve as a member of the Board of Directors of the CompanyCompany for any reason prior to the first anniversary of the Grant Date. The period prior to the first anniversary of the Grant Date is hereinafter referred to as the “Restriction Period.” 1.2 The Shares shall constitute issued and outstanding shares of common stock for all corporate purposes, and in consideration of valuable services heretofore rendered by the Employee to the Company and of the agreements hereinafter set forth, the Company has granted to the Employee Holder shall have the right to vote such Shares, to receive «NoShares» («NoShares12345») common shares and retain all cash dividends as the Board may, in its sole discretion, pay on such Shares, and to exercise all of the Company (the “Restricted Stock Units” used herein “Units”) on the Delivery Date. The “Delivery Date” rights, powers and privileges of the shares shall be the date on which the Restriction (as defined in Section 2 below) on a holder of common stock with respect to such Units lapse. Unless indicated otherwiseShares, the shares of stock shall be delivered in an equal number of shares (subject to rounding) as of each Delivery Date, if there is more than one Delivery Date applicable. The shares shall be issued from the Company’s available treasury shares. Prior to the Delivery Date(s), except that (a) the Employee Holder shall not be treated as entitled to delivery of evidence of book-entry shares or a shareholder as to those shares, share certificate until the Shares vest in accordance with Section 1.3; and shall only have a contractual right to receive them, unsecured by any assets of the Company or the subsidiaries; (b) other than cash dividends as the Employee shall not be permitted Board, in its sole discretion, distributes, the Company will retain custody of all distributions (“Retained Distributions”) made or declared with respect to vote the Restricted Stock Units; Shares (and (c) the Employee’s right to receive such shares Retained Distributions will be subject to the adjustment provisions relating same restrictions, terms and conditions as applicable to mergersthe Shares) until such time, reorganizationsif ever, as the Shares with respect to which such Retained Distributions shall have been distributed have become vested. 1.3 If the Holder is still a member of the Board of Directors of the Company the end of the Restriction Period, the Shares shall fully vest and similar event set forth in the Plan. The Restricted Stock Units shall no longer be subject to all forfeiture by the Holder. After the date that the Shares become vested, upon the request of the restrictions hereinafter set forth. The Employee Holder, the Company, in its discretion, shall be permitted either instruct its transfer agent to receive cash payments equal issue and deliver to the dividends and distributions paid on Holder evidence of book-entry shares or a certificate for the Shares or otherwise permit the Shares to be transferred by the Holder. Subject to the provisions of stock (other than dividends or distributions Section 1.4, if, at any time prior to the vesting of securities the Shares in accordance with the first sentence of this Section 1.3, the Holder ceases to be a member of the Board of Directors of the Company which may for any reason, then the Shares that have not then vested (and the Retained Distributions with respect thereto) shall be issued automatically forfeited to the Company and the Holder shall not thereafter have any rights with respect to its shares such Shares (or the Retained Distributions with respect thereto). In such event, the Company is authorized by virtue of any stock splitthe Holder to instruct the Company’s transfer agent to cancel and return the Shares (and, combinationif applicable, stock dividend or recapitalizationthe Retained Distributions with respect thereto) to the same extent as if each Unit was a share status of stock, and those authorized but unissued shares were not subject to the restrictions imposed by this Agreement and the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Employee with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Employee has forfeited the Restricted Stock UnitsCommon Stock.

Appears in 1 contract

Samples: Restricted Stock Agreement (WisdomTree Investments, Inc.)

Grant of Shares. Pursuant 1.1 The Company has issued to action the Employee, effective as of the Compensation Committee Grant Date set forth on Schedule A, the Shares on the terms and conditions set forth herein and in the Plan. Subject to Section 1.6 hereof, the Shares shall be subject to forfeiture in the event the Employee’s employment by WTAM is terminated for any reason prior to the Vesting Date(s) set forth on the signature page of this Agreement. The period prior to the Board applicable Vesting Date is considered the “Restriction Period” for the Shares relating to such Vesting Date. 1.2 The Shares shall constitute issued and outstanding shares of Directors of the Companycommon stock for all corporate purposes, and in consideration of valuable services heretofore rendered by the Employee to the Company and of the agreements hereinafter set forth, the Company has granted to the Employee shall have the right to vote such Shares, to receive «NoShares» («NoShares12345») common shares and retain all cash dividends as the Board may, in its sole discretion, pay on such Shares, and to exercise all of the Company (the “Restricted Stock Units” used herein “Units”) on the Delivery Date. The “Delivery Date” rights, powers and privileges of the shares shall be the date on which the Restriction (as defined in Section 2 below) on a holder of common stock with respect to such Units lapse. Unless indicated otherwiseShares, the shares of stock shall be delivered in an equal number of shares (subject to rounding) as of each Delivery Date, if there is more than one Delivery Date applicable. The shares shall be issued from the Company’s available treasury shares. Prior to the Delivery Date(s), except that (a) the Employee shall not be treated entitled to delivery of evidence of book-entry or a share certificate until the Shares vest in accordance with Section 1.3 or 1.6, as a shareholder as to those shares, the case may be; and shall only have a contractual right to receive them, unsecured by any assets of the Company or the subsidiaries; (b) other than cash equivalent distributions as the Employee shall not be permitted Board, in its sole discretion, designates, pays or distributes, the Company will retain custody of all distributions (“Retained Distributions”) made, paid or declared with respect to vote the Restricted Stock Units; Shares (and (c) the Employee’s right to receive such shares Retained Distributions will be subject to the adjustment provisions same restrictions, terms and conditions as applicable to the Shares) until such time, if ever, as the Shares with respect to which such Retained Distributions shall have been distributed have become vested. 1.3 If the Employee is still an employee of WTAM at the end of a Restriction Period, all the Shares relating to mergers, reorganizations, the applicable Vesting Date shall vest and similar event set forth in the Plan. The Restricted Stock Units shall no longer be subject to all forfeiture by the Employee. After the date that any Shares become vested, the Company, in its discretion, shall either instruct its transfer agent to issue and deliver to the Employee evidence of book-entry or a certificate for the Shares that have vested or otherwise permit the Shares that have vested to be transferred by the Employee. Subject to the provisions of Section 1.6, if, at any time prior to the vesting of the restrictions hereinafter set forth. The Shares in accordance with the first sentence of this Section 1.3, the Employee’s employment is terminated for any reason, then the Shares that have not then vested (and the Retained Distributions with respect thereto) shall be automatically forfeited to the Company and the Employee shall be permitted to receive cash payments equal to the dividends and distributions paid on shares of stock (other than dividends or distributions of securities of the Company which may be issued not thereafter have any rights with respect to its shares such Shares (or the Retained Distributions with respect thereto). In such event, the Company is authorized by virtue of any stock splitthe Employee to instruct the Company’s transfer agent to cancel and return the Shares (and, combinationif applicable, stock dividend or recapitalizationthe Retained Distributions with respect thereto) to the same extent as if each Unit was a share status of stock, and those authorized but unissued shares were not subject to the restrictions imposed by this Agreement and the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Employee with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Employee has forfeited the Restricted Stock UnitsCommon Stock.

Appears in 1 contract

Samples: Restricted Stock Agreement (WisdomTree Investments, Inc.)

Grant of Shares. Pursuant 1.1 The Company has issued to action the Employee, effective as of the Compensation Committee Grant Date set forth on Schedule A, the Shares on the terms and conditions set forth herein and in the Plan. Subject to Section 1.6 hereof, the Shares shall be subject to forfeiture in the event Employee’s employment by WTAM is terminated for any reason prior to the Vesting Date(s) set forth on the signature page of this Agreement. The period prior to the Board applicable Vesting Date is considered the “Restriction Period” for the Shares relating to such Vesting Date. 1.2 The Shares shall constitute issued and outstanding shares of Directors of the Companycommon stock for all corporate purposes, and in consideration of valuable services heretofore rendered by the Employee to the Company and of the agreements hereinafter set forth, the Company has granted to the Employee shall have the right to vote such Shares, to receive «NoShares» («NoShares12345») common shares and retain all cash dividends as the Board may, in its sole discretion, pay on such Shares, and to exercise all of the Company (the “Restricted Stock Units” used herein “Units”) on the Delivery Date. The “Delivery Date” rights, powers and privileges of the shares shall be the date on which the Restriction (as defined in Section 2 below) on a holder of common stock with respect to such Units lapse. Unless indicated otherwiseShares, the shares of stock shall be delivered in an equal number of shares (subject to rounding) as of each Delivery Date, if there is more than one Delivery Date applicable. The shares shall be issued from the Company’s available treasury shares. Prior to the Delivery Date(s), except that (a) the Employee shall not be treated as entitled to delivery of evidence of book-entry or a shareholder as to those shares, share certificate until the Shares vest in accordance with Section 1.3; and shall only have a contractual right to receive them, unsecured by any assets of the Company or the subsidiaries; (b) other than cash dividends as the Employee shall not be permitted Board, in its sole discretion, distributes, the Company will retain custody of all distributions (“Retained Distributions”) made or declared with respect to vote the Restricted Stock Units; Shares (and (c) the Employee’s right to receive such shares Retained Distributions will be subject to the adjustment provisions relating same restrictions, terms and conditions as applicable to mergersthe Shares) until such time, reorganizationsif ever, as the Shares with respect to which such Retained Distributions shall have been distributed have become vested. 1.3 If the Employee is still an employee of WTAM at the end of a Restriction Period, all the Shares that are no longer subject to forfeiture shall vest and similar event set forth in the Plan. The Restricted Stock Units shall no longer be subject to all forfeiture by the Employee. After the date that any Shares become vested, upon the request of the restrictions hereinafter set forthEmployee, the Company, in its discretion, shall either instruct its transfer agent to issue and deliver to the Employee evidence of book-entry or a certificate for the Shares that have vested or otherwise permit the Shares that have vested to be transferred by the Employee. The Subject to the provisions of Section 1.6, if, at any time prior to the vesting of the Shares in accordance with the first sentence of this Section 1.3, Employee’s employment is terminated for any reason, then the Shares that have not then vested (and the Retained Distributions with respect thereto) shall be automatically forfeited to the Company and the Employee shall be permitted to receive cash payments equal to the dividends and distributions paid on shares of stock (other than dividends or distributions of securities of the Company which may be issued not thereafter have any rights with respect to its shares such Shares (or the Retained Distributions with respect thereto). In such event, the Company is authorized by virtue of any stock splitthe Employee to instruct the Company’s transfer agent to cancel and return the Shares (and, combinationif applicable, stock dividend or recapitalizationthe Retained Distributions with respect thereto) to the same extent as if each Unit was a share status of stock, and those authorized but unissued shares were not subject to the restrictions imposed by this Agreement and the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Employee with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Employee has forfeited the Restricted Stock UnitsCommon Stock.

Appears in 1 contract

Samples: Restricted Stock Agreement (WisdomTree Investments, Inc.)

Grant of Shares. Pursuant to action of the Compensation Committee of the Board of Directors of the Company, and in consideration of valuable services heretofore rendered and to be rendered by the Employee to the Company and of the agreements hereinafter set forth, the Company has granted to the Employee the right to receive «NoShares» («NoShares12345») common shares of the Company (the "Restricted Stock Units" used herein "Units") on the Delivery Date. The "Delivery Date" of the shares shall be the date on which the Restriction (as defined in Section 2 below) on such Units lapse. Unless indicated otherwise, the shares of stock shall be delivered in an equal number of shares (subject to rounding) as of each Delivery Date, if there is more than one Delivery Date applicable. The shares shall be issued from the Company’s 's available treasury shares. Prior to the Delivery Date(s), (a) the Employee shall not be treated as a shareholder as to those shares, and shall only have a contractual right to receive them, unsecured by any assets of the Company or the subsidiaries; (b) the Employee shall not be permitted to vote the Restricted Stock Units; and (c) the Employee’s 's right to receive such shares will be subject to the adjustment provisions relating to mergers, reorganizations, and similar event events set forth in the Plan. The Restricted Stock Units shall be subject to all of the restrictions hereinafter set forth. The Employee shall be permitted to receive cash payments equal to the dividends and distributions paid on shares of stock (other than dividends or distributions of securities of the Company which may be issued with respect to its shares by virtue of any stock split, combination, stock dividend or recapitalization) to the same extent as if each Unit was a share of stock, and those shares were not subject to the restrictions imposed by this Agreement and the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Employee with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Employee has forfeited the Restricted Stock Units.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Abbott Laboratories)

Grant of Shares. Pursuant 1.1 The Company has issued to action the Employee, effective as of the Compensation Committee Grant Date set forth on Schedule A, the Shares on the terms and conditions set forth herein. Subject to Section 1.6 hereof, the Shares shall be subject to forfeiture in the event Employee’s employment by WTAM is terminated prior to the Vesting Date set forth on the signature page of this Agreement. The period prior to the Vesting Date is considered the “Restriction Period” for the Shares. The Shares shall be registered in the name of the Board Employee but shall remain uncertificated until the Vesting Date. 1.2 The Shares shall constitute issued and outstanding shares of Directors of the Companycommon stock for all corporate purposes, and in consideration of valuable services heretofore rendered by the Employee to the Company and of the agreements hereinafter set forth, the Company has granted to the Employee shall have the right to vote such Shares, to receive «NoShares» («NoShares12345») common shares and retain all cash dividends as the Board may, in its sole discretion, pay on such Shares, and to exercise all of the Company (the “Restricted Stock Units” used herein “Units”) on the Delivery Date. The “Delivery Date” rights, powers and privileges of the shares shall be the date on which the Restriction (as defined in Section 2 below) on a holder of common stock with respect to such Units lapse. Unless indicated otherwiseShares, the shares of stock shall be delivered in an equal number of shares (subject to rounding) as of each Delivery Date, if there is more than one Delivery Date applicable. The shares shall be issued from the Company’s available treasury shares. Prior to the Delivery Date(s), except that (a) the Employee shall not be treated as entitled to delivery of a shareholder as to those shares, Share Certificate until the Shares vest in accordance with Section 1.3; and shall only have a contractual right to receive them, unsecured by any assets of the Company or the subsidiaries; (b) other than cash dividends as the Employee shall not be permitted Board, in its sole discretion, distributes, the Company will retain custody of all distributions (“Retained Distributions”) made or declared with respect to vote the Restricted Stock Units; Shares (and (c) the Employee’s right to receive such shares Retained Distributions will be subject to the adjustment provisions relating same restrictions, terms and conditions as applicable to mergersthe Shares) until such time, reorganizationsif ever, as the Shares with respect to which such Retained Distributions shall have been distributed have become vested. 1.3 If the Employee is still an employee of WTAM at the end of the Restriction Period, all the Shares shall vest and similar event set forth in the Plan. The Restricted Stock Units shall no longer be subject to all forfeiture by the Employee. After the date that the Shares become vested, upon the request of the restrictions hereinafter set forthEmployee, the Company, in its discretion, shall either instruct its transfer agent to issue and deliver to the Employee a certificate for the Shares that have vested or otherwise permit the Shares to be transferred by the Employee. The Subject to the provisions of Section 1.6, if, at any time prior to the vesting of the Shares in accordance with the first sentence of this Section 1.3, Employee’s employment is terminated by WTAM “for cause” as defined in Section 1.6 or if the Employee shall voluntarily terminate his or her employment by WTAM, then the Shares that have not then vested (and the Retained Distributions with respect thereto) shall be permitted to receive cash payments equal forfeited to the dividends Company and distributions paid on shares of stock (other than dividends or distributions of securities of the Company which may be issued Employee shall not thereafter have any rights with respect to its shares such Shares (and the Retained Distributions with respect thereto). In such event, the Company is authorized by virtue of any stock splitthe Employee to instruct the Company’s transfer agent to cancel and return the Shares (and, combinationif applicable, stock dividend or recapitalizationthe Retained Distributions with respect thereto) to the same extent as if each Unit was a share status of stock, and those authorized but unissued shares were not subject to the restrictions imposed by this Agreement and the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Employee with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Employee has forfeited the Restricted Stock UnitsCommon Stock.

Appears in 1 contract

Samples: Restricted Stock Agreement (WisdomTree Investments, Inc.)

Grant of Shares. Pursuant 1.1 The Company has issued to action the Employee, effective as of the Compensation Committee grant date set forth on Schedule A included on the signature page of this Agreement (the Board “Grant Date”), the Shares on the terms and conditions set forth herein and in the Plan. Subject to Section 1.6 hereof, the Shares shall be subject to forfeiture in the event the Employee’s employment by WTAM is terminated for any reason prior to the Vesting Date(s) set forth on Schedule A. The period prior to the applicable Vesting Date is considered the “Restriction Period” for the Shares relating to such Vesting Date. 1.2 The Shares shall constitute issued and outstanding shares of Directors of the Companycommon stock for all corporate purposes, and in consideration of valuable services heretofore rendered by the Employee to the Company and of the agreements hereinafter set forth, the Company has granted to the Employee shall have the right to receive «NoShares» («NoShares12345») common shares vote such Shares and to exercise all of the Company (the “Restricted Stock Units” used herein “Units”) on the Delivery Date. The “Delivery Date” rights, powers and privileges of the shares shall be the date on which the Restriction (as defined in Section 2 below) on a holder of common stock with respect to such Units lapse. Unless indicated otherwiseShares, the shares of stock shall be delivered in an equal number of shares (subject to rounding) as of each Delivery Date, if there is more than one Delivery Date applicable. The shares shall be issued from the Company’s available treasury shares. Prior to the Delivery Date(s), except that (a) the Employee shall not be treated entitled to delivery of evidence of book-entry or a share certificate until the Shares vest in accordance with Section 1.3 or 1.6, as a shareholder as to those shares, the case may be; and shall only have a contractual right to receive them, unsecured by any assets of the Company or the subsidiaries; (b) the Company will retain custody of all distributions and dividends made, paid or declared with respect to the Shares during the applicable Restriction Period (“Retained Distributions”), and such Retained Distributions shall accrue and shall not be paid to the Employee until and only to the extent the Shares with respect to which such Retained Distributions relate vest. 1.3 If the Employee is still an employee of WTAM at the end of a Restriction Period, all the Shares relating to the applicable Vesting Date shall vest and shall no longer be subject to forfeiture by the Employee. After the date that any Shares become vested, the Company, in its discretion, shall either instruct its transfer agent to issue and deliver to the Employee evidence of book-entry or a certificate for the Shares that have vested or otherwise permit the Shares that have vested to be transferred by the Employee. In addition, after the Shares become vested, the Company shall pay or distribute, as applicable, the Retained Distributions with respect thereto to the Employee. Subject to the provisions of Section 1.6, if, at any time prior to the vesting of the Shares in accordance with the first sentence of this Section 1.3, the Employee’s employment is terminated for any reason, 1 The name of the Company was changed to “WisdomTree, Inc.” effective November 7, 2022. then the Shares that have not then vested (and the Retained Distributions with respect thereto) shall be automatically forfeited to the Company and the Employee shall not be permitted to vote the Restricted Stock Units; and (c) the Employee’s right to receive such shares will be subject to the adjustment provisions relating to mergers, reorganizations, and similar event set forth in the Plan. The Restricted Stock Units shall be subject to all of the restrictions hereinafter set forth. The Employee shall be permitted to receive cash payments equal to the dividends and distributions paid on shares of stock (other than dividends or distributions of securities of the Company which may be issued thereafter have any rights with respect to its shares such Shares (or the Retained Distributions with respect thereto). In such event, the Company is authorized by virtue the Employee to instruct the Company’s transfer agent to cancel and return the Shares (and, if applicable, the Retained Distributions with respect thereto, to the extent such Retained Distributions were in the form of any stock split, combination, stock dividend or recapitalizationshares) to the same extent as if each Unit was a share status of stock, authorized but unissued shares of Common Stock and those shares were not subject to return to the restrictions imposed by this Agreement and Company any Retained Distributions in the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit form of the Employee with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Employee has forfeited the Restricted Stock Unitscash.

Appears in 1 contract

Samples: Restricted Stock Agreement (WisdomTree, Inc.)

Grant of Shares. Pursuant to action 1.1 On each of the Compensation Committee of the Board of Directors of the CompanyJuly 1, 2007 and in consideration of valuable services heretofore rendered July 1, 2008, provided that Employee is employed by the Employee to the Company and of the agreements hereinafter on each such date (except as otherwise set forthforth in Section 3 below), the Company has granted will issue to the Employee the right number of Shares determined by dividing $25,000 by the last sale price of a share of the Company's common stock on each such date or, if on such date the financial markets are closed, the immediately preceding day upon which the financial markets were open. All of the Shares shall be subject to receive «NoShares» forfeiture during the period terminating on June 30, 2009 («NoShares12345»"Restriction Period"). The Shares shall be represented by two stock certificates, each registered in the name of the Employee. Both certificates ("Share Certificates") shall bear the legends set forth in Sections 6(vi) and 6(vii) of this Agreement. Upon issuance, each Share Certificate shall be deposited with the Company, together with a separate stock power endorsed in blank by the Employee and Medallion Guaranteed, which will permit transfer to the Company of the Shares represented by each such Share Certificate that is forfeited or shall not become vested in accordance with the terms of this Agreement and the Plan. 1.2 The Shares shall constitute issued and outstanding shares of common shares stock of the Company (for all corporate purposes, and the “Restricted Stock Units” used herein “Units”) Employee shall have the right to vote such Shares, to receive and retain all cash dividends as the Board may, in its sole discretion, pay on the Delivery Date. The “Delivery Date” such Shares, and to exercise all of the shares shall be the date on which the Restriction (as defined in Section 2 below) on rights, powers and privileges of a holder of common stock with respect to such Units lapse. Unless indicated otherwiseShares, the shares of stock shall be delivered in an equal number of shares (subject to rounding) as of each Delivery Date, if there is more than one Delivery Date applicable. The shares shall be issued from the Company’s available treasury shares. Prior to the Delivery Date(s), except that (a) the Employee shall not be treated as entitled to delivery of a shareholder as to those shares, Share Certificate until the Shares represented by such Share Certificate vest in accordance with Section 1.3 below and shall only have a contractual right to receive them, unsecured by any assets of the Company or the subsidiaries; (b) other than cash dividends as the Employee shall not be permitted Board, in its sole discretion, distributes, the Company will retain custody of all distributions ("Retained Distributions") made or declared with respect to vote the Restricted Stock Units; Shares (and (c) the Employee’s right to receive such shares Retained Distributions will be subject to the adjustment provisions relating same restrictions, terms and conditions as applicable to mergersthe Shares) until such time, reorganizationsif ever, as the Shares with respect to which such Retained Distributions shall have been distributed have become vested. 1.3 If the Employee is still an employee of the Company at the end of the Restriction Period, all of the Shares, and similar event the Retained Distributions with respect thereto, shall vest and shall no longer be subject to forfeiture by the Employee. After the date that the Shares become vested, upon the request of the Employee, the Company shall instruct its transfer agent to issue and deliver to the Employee new certificates for the Shares, which certificates shall not bear the legend set forth in Section 6(vii). If, at any time prior to the Plan. The Restricted Stock Units vesting of the Shares in accordance with the first sentence of this Section 1.3, the Employee's employment with the Company is terminated, subject to the provisions of Section 3, then the Shares that have not then vested (and the Retained Distributions with respect thereto) shall be subject forfeited to all of the restrictions hereinafter set forth. The Company and the Employee shall be permitted to receive cash payments equal to the dividends and distributions paid on shares of stock (other than dividends or distributions of securities of the Company which may be issued not thereafter have any rights with respect to its shares such Shares. In such event, the Company is authorized by virtue of any the Employee to complete stock split, combination, stock dividend or recapitalization) powers to transfer the Shares to the same extent as if each Unit was a share of stock, Company and those shares were not subject deliver the Share Certificates and stock powers to the restrictions imposed by this Agreement and Company's transfer agent to return the Plan; provided, however, that no dividends or distributions shall be payable Shares to or for the benefit status of the Employee with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Employee has forfeited the Restricted Stock Unitsauthorized but unissued shares of common stock.

Appears in 1 contract

Samples: Restricted Stock Agreement (Movie Star Inc /Ny/)

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Grant of Shares. Pursuant Subject to action the terms, conditions and restrictions of this Agreement, as of each of (i) September 13, 2017, the date of the Compensation Committee initial grant (the “Initial Grant Date”), and (ii) the date of the Board of Directors each annual meeting of the Company, and in consideration of valuable services heretofore rendered by ’s stockholders thereafter at which the Employee to the Company and of the agreements hereinafter set forth, the Company has granted to the Employee the right to receive «NoShares» («NoShares12345») common shares Director is elected as an independent director of the Company (each an “Annual Grant Date”, and together with the Initial Grant Date, each a “Grant Date”), the Director will be automatically granted $5,000 in shares of duly authorized, validly issued, fully paid and non-assessable Common Stock (the “Restricted Stock Units” used herein “UnitsShares) on the Delivery Date). The “Delivery Date” of the shares Shares granted pursuant to this Agreement shall be the date on which the Restriction (Shares of Common Stock classified as defined Class A Shares in Section 2 below) on such Units lapse. Unless indicated otherwise, the shares of stock shall be delivered in an equal number of shares (subject to rounding) as of each Delivery Date, if there is more than one Delivery Date applicable. The shares shall be issued from the Company’s available treasury shares. Prior charter; provided, that, if the charter is amended from time to time after the Delivery Date(s), (a) date of this Agreement to change the Employee shall not be treated as a shareholder as to those shares, and shall only have a contractual right to receive them, unsecured by any assets designation of the Class A Shares from “Class A” to an alternative class designation, any Shares granted pursuant to this Agreement thereafter shall be Shares bearing such alternative class designation. The number of Shares to be granted shall be determined by dividing $5,000 by the net asset value per share of the Company’s common stock that was most recently disclosed by the Company on or before the subsidiaries; (b) applicable Grant Date. Pursuant to Sections 2 and 3 of this Agreement, the Employee shall not be permitted to vote the Restricted Stock Units; and (c) the Employee’s right to receive such shares will be Shares are subject to certain restrictions, which restrictions and possible risk of forfeiture will expire in accordance with the adjustment provisions relating to mergersof Sections 2, reorganizations, 3 and similar event set forth in 4 hereof. During the Plan. The Restricted Stock Units shall be period that Shares remain subject to all any of the restrictions hereinafter set forth. The Employee shall under this Agreement, the Shares will be permitted referred to receive cash payments equal to the dividends and distributions paid on shares of stock (other than dividends or distributions of securities of the Company which may be issued with respect to its shares by virtue of any stock split, combination, stock dividend or recapitalization) to the same extent herein as if each Unit was a share of stock, and those shares were not subject to the restrictions imposed by this Agreement and the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Employee with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Employee has forfeited the Restricted Stock UnitsShares”.

Appears in 1 contract

Samples: Restricted Share Award Agreement (Hines Global Reit Ii, Inc.)

Grant of Shares. Pursuant to action of the Compensation Committee of the Board of Directors of the Company, and in consideration of valuable services heretofore rendered by the Employee to the Company and of the agreements hereinafter set forth, the Company has granted to the Employee the right to receive «NoShares» («NoShares12345») common shares of the Company (the “Restricted Committee”), the Company hereby grants to the Grantee the number of shares of Common Stock Units” used herein of the Company, $1.00 par value (the UnitsShares”), as set forth in the Notice, subject to the Restrictions (the “Restrictions”) on the Delivery Date. The “Delivery Date” of the shares shall be the date on which the Restriction (as defined set forth in Section 2 below) on such Units lapseand the other terms and conditions of the Plan and this Agreement. Unless indicated otherwiseWith respect to this grant of Shares, the shares date of stock shall be delivered in an equal grant, the number of shares Shares granted and the date or dates of the lapse of the Restrictions have been set forth in the Notice. Concurrently with this grant, the Company will transfer an amount equal to $1.00 (subject to roundingthe par value thereof) as of each Delivery Date, if there is more than one Delivery Date applicable. The shares shall be issued from the Company’s available treasury shares. Prior Additional Paid-in Capital account to the Delivery Date(s)Company’s Common Stock account for each of the Shares that are the subject of this grant, (a) so that said Shares are fully paid and non-assessable. The Shares will be registered on the Employee books of the Company’s transfer agent in the Grantee’s name. The Grantee shall not be treated as have all the rights of a shareholder as stockholder with respect to those sharesthe Shares, and shall only have a contractual including the right to receive them, unsecured by any assets of the Company or the subsidiaries; (b) the Employee shall not be permitted to vote the Restricted Stock Units; and (c) the Employee’s right to receive such shares will be subject all dividends or other distributions paid or made with respect to the adjustment provisions relating to mergers, reorganizations, and similar event set forth in the PlanShares. The Restricted Stock Units shall be subject to all of the restrictions hereinafter set forth. The Employee shall be permitted to receive cash payments equal to the dividends and distributions paid on shares of stock (other than dividends or distributions of Any securities of the Company which may be issued with respect to its shares such Shares by virtue of any stock split, combination, stock dividend or recapitalization) recapitalization shall be deemed to be “Shares” hereunder and shall be subject to all the terms and conditions of the Plan and this Agreement. The Grantee shall be deemed to have accepted the Award on the terms and conditions set forth in the Plan and in this Agreement unless the Grantee provides written notice to the same extent as if each Unit was a share Company, within 45 days following the date of stockgrant, and those shares were stating that the Grantee does not subject wish to accept the Award. Any such notice must be sent to the restrictions imposed by Company in accordance with Section 9 of this Agreement Agreement. Upon the Company’s receipt of any such notice, the Award granted hereunder will automatically be forfeited to the Company and neither the Plan; provided, however, that no dividends or distributions Company nor any of its affiliates shall be payable have any further obligations to or for the benefit of the Employee with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Employee has forfeited the Restricted Stock UnitsGrantee under this Agreement.

Appears in 1 contract

Samples: Restricted Stock Award Agreement (Meredith Corp)

Grant of Shares. Pursuant 1.1 The Company has issued to action the Employee, effective as of the Compensation Committee Grant Date set forth on Schedule A, the Shares on the terms and conditions set forth herein. Subject to Section 1.6 hereof, the Shares shall be subject to forfeiture in the event Employee’s employment by WTAM is terminated prior to the Vesting Date set forth on the signature page of this Agreement. The period prior to the Vesting Date is considered the “Restriction Period” for the Shares. The Shares shall be registered in the name of the Board Employee but shall remain uncertificated until the Vesting Date. 1.2 The Shares shall constitute issued and outstanding shares of Directors of the Companycommon stock for all corporate purposes, and in consideration of valuable services heretofore rendered by the Employee to the Company and of the agreements hereinafter set forth, the Company has granted to the Employee shall have the right to vote such Shares, to receive «NoShares» («NoShares12345») common shares and retain all cash dividends as the Board may, in its sole discretion, pay on such Shares, and to exercise all of the Company (the “Restricted Stock Units” used herein “Units”) on the Delivery Date. The “Delivery Date” rights, powers and privileges of the shares shall be the date on which the Restriction (as defined in Section 2 below) on a holder of common stock with respect to such Units lapse. Unless indicated otherwiseShares, the shares of stock shall be delivered in an equal number of shares (subject to rounding) as of each Delivery Date, if there is more than one Delivery Date applicable. The shares shall be issued from the Company’s available treasury shares. Prior to the Delivery Date(s), except that (a) the Employee shall not be treated as entitled to delivery of a shareholder as to those shares, Share Certificate until the Shares vest in accordance with Section 1.3; and shall only have a contractual right to receive them, unsecured by any assets of the Company or the subsidiaries; (b) other than cash dividends as the Employee shall not be permitted Board, in its sole discretion, distributes, the Company will retain custody of all distributions (“Retained Distributions”) made or declared with respect to vote the Restricted Stock Units; Shares (and (c) the Employee’s right to receive such shares Retained Distributions will be subject to the adjustment provisions relating same restrictions, terms and conditions as applicable to mergersthe Shares) until such time, reorganizationsif ever, as the Shares with respect to which such Retained Distributions shall have been distributed have become vested. 1.3 If the Employee is still an employee of WTAM at the end of the Restriction Period, all the Shares shall vest and similar event set forth in the Plan. The Restricted Stock Units shall no longer be subject to all forfeiture by the Employee. After the date that the Shares become vested, upon the request of the restrictions hereinafter set forthEmployee, the Company, in its discretion, shall either instruct its transfer agent to issue and deliver to the Employee a certificate for the Shares that have vested or otherwise permit the Shares to be transferred by the Employee. The Subject to the provisions of Section 1.6, if, at any time prior to the vesting of the Shares in accordance with the first sentence of this Section 1.3, Employee’s employment is terminated, then the Shares that have not then vested (and the Retained Distributions with respect thereto) shall be forfeited to the Company and the Employee shall be permitted to receive cash payments equal to the dividends and distributions paid on shares of stock (other than dividends or distributions of securities of the Company which may be issued not thereafter have any rights with respect to its shares such Shares (and the Retained Distributions with respect thereto). In such event, the Company is authorized by virtue of any stock splitthe Employee to instruct the Company’s transfer agent to cancel and return the Shares (and, combinationif applicable, stock dividend or recapitalizationthe Retained Distributions with respect thereto) to the same extent as if each Unit was a share status of stock, and those authorized but unissued shares were not subject to the restrictions imposed by this Agreement and the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Employee with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Employee has forfeited the Restricted Stock UnitsCommon Stock.

Appears in 1 contract

Samples: Restricted Stock Agreement (WisdomTree Investments, Inc.)

Grant of Shares. Pursuant 1.1 The Company has issued to action the Employee, effective as of the Compensation Committee Grant Date set forth on Schedule A, the Shares on the terms and conditions set forth herein and in the Plan. The Shares shall be subject to forfeiture in the event Employee’s employment by WTAM is terminated for any reason prior to the Vesting Date(s) set forth on the signature page of this Agreement. The period prior to the Board applicable Vesting Date is considered the “Restriction Period” for the Shares relating to such Vesting Date. 1.2 The Shares shall constitute issued and outstanding shares of Directors of the Companycommon stock for all corporate purposes, and in consideration of valuable services heretofore rendered by the Employee to the Company and of the agreements hereinafter set forth, the Company has granted to the Employee shall have the right to vote such Shares, to receive «NoShares» («NoShares12345») common shares and retain all cash dividends as the Board may, in its sole discretion, pay on such Shares, and to exercise all of the Company (the “Restricted Stock Units” used herein “Units”) on the Delivery Date. The “Delivery Date” rights, powers and privileges of the shares shall be the date on which the Restriction (as defined in Section 2 below) on a holder of common stock with respect to such Units lapse. Unless indicated otherwiseShares, the shares of stock shall be delivered in an equal number of shares (subject to rounding) as of each Delivery Date, if there is more than one Delivery Date applicable. The shares shall be issued from the Company’s available treasury shares. Prior to the Delivery Date(s), except that (a) the Employee shall not be treated as entitled to delivery of evidence of book-entry or a shareholder as to those shares, share certificate until the Shares vest in accordance with Section 1.3; and shall only have a contractual right to receive them, unsecured by any assets of the Company or the subsidiaries; (b) other than cash dividends as the Employee shall not be permitted Board, in its sole discretion, distributes, the Company will retain custody of all distributions (“Retained Distributions”) made or declared with respect to vote the Restricted Stock Units; Shares (and (c) the Employee’s right to receive such shares Retained Distributions will be subject to the adjustment provisions relating same restrictions, terms and conditions as applicable to mergersthe Shares) until such time, reorganizationsif ever, as the Shares with respect to which such Retained Distributions shall have been distributed have become vested. 1.3 If the Employee is still an employee of WTAM at the end of a Restriction Period, all the Shares that are no longer subject to forfeiture shall vest and similar event set forth in the Plan. The Restricted Stock Units shall no longer be subject to all forfeiture by the Employee. After the date that any Shares become vested, upon the request of the restrictions hereinafter set forthEmployee, the Company, in its discretion, shall either instruct its transfer agent to issue and deliver to the Employee evidence of book entry or a certificate for the Shares that have vested or otherwise permit the Shares that have vested to be transferred by the Employee. The If, at any time prior to the vesting of the Shares in accordance with the first sentence of this Section 1.3, Employee’s employment is terminated for any reason, then the Shares that have not then vested (and the Retained Distributions with respect thereto) shall be automatically forfeited to the Company and the Employee shall be permitted to receive cash payments equal to the dividends and distributions paid on shares of stock (other than dividends or distributions of securities of the Company which may be issued not thereafter have any rights with respect to its shares such Shares (or the Retained Distributions with respect thereto). In such event, the Company is authorized by virtue of any stock splitthe Employee to instruct the Company’s transfer agent to cancel and return the Shares (and, combinationif applicable, stock dividend or recapitalizationthe Retained Distributions with respect thereto) to the same extent as if each Unit was a share status of stock, and those authorized but unissued shares were not subject to the restrictions imposed by this Agreement and the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Employee with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Employee has forfeited the Restricted Stock UnitsCommon Stock.

Appears in 1 contract

Samples: Restricted Stock Agreement (WisdomTree Investments, Inc.)

Grant of Shares. Pursuant 1.1 The Company has issued to action the Holder, effective as of the Compensation Committee Grant Date set forth on Schedule A, the Shares on the terms and conditions set forth herein. Subject to Section 3 hereof, the Shares shall be subject to forfeiture in the event the Holder shall no longer serve as a member of the Board of Directors of the Company for any reason prior to the following dates: (i) prior to the first anniversary of the Grant Date, all of the Shares shall be forfeited, (ii) on or after the first anniversary of the Grant Date and prior to the second anniversary of the Grant Date, all of the Shares excepted for shares shall be forfeited, (iii) on or after the second anniversary of the Grant Date and prior to the third anniversary of the Grant Date, all of the Shares except for Shares shall be forfeited and (iv) on or after the third anniversary of the Grant Date, no Shares shall be forfeited (each period described in clauses (i) through (iii) is considered a “Restriction Period” with respect to the applicable number of Shares). The Shares shall be registered in the name of the Employee but shall remain uncertificated until the applicable Restriction Period has expired. 1.2 The Shares shall constitute issued and outstanding shares of common stock for all corporate purposes, and the Holder shall have the right to vote such Shares, to receive and retain all cash dividends as the Board may, in its sole discretion, pay on such Shares, and to exercise all of the rights, powers and privileges of a holder of common stock with respect to such Shares, except that (a) the Holder shall not be entitled to delivery of a Share Certificate until the Shares represented by such Share Certificate vest in accordance with Section 1.3; and (b) other than cash dividends as the Board, in its sole discretion, distributes, the Company will retain custody of all distributions (“Retained Distributions”) made or declared with respect to the Shares (and such Retained Distributions will be subject to the same restrictions, terms and conditions as applicable to the Shares) until such time, if ever, as the Shares with respect to which such Retained Distributions shall have been distributed have become vested. 1.3 If the Holder is still a member of the Board of Directors of the Company the end of a Restriction Period, all the Shares that are no longer subject to forfeiture shall vest and shall no longer be subject to forfeiture by the Holder. After the date that any Shares become vested, upon the request of the Holder, the Company, in its discretion, shall either instruct its transfer agent to issue and deliver to the Holder a certificate for the Shares that have vested or otherwise permit the Shares that have vested to be transferred by the Holder. Subject to the provisions of Section 1.4, if, at any time prior to the vesting of the Shares in accordance with the first sentence of this Section 1.3, the Holder shall no longer be a member of the Board of Directors of the Company, then the Shares that have not then vested (and in consideration of valuable services heretofore rendered by the Employee Retained Distributions with respect thereto) shall be forfeited to the Company and of the agreements hereinafter set forthHolder shall not thereafter have any rights with respect to such Shares (and the Retained Distributions with respect thereto). In such event, the Company has granted is authorized by the Holder to the Employee the right to receive «NoShares» («NoShares12345») common shares of the Company (the “Restricted Stock Units” used herein “Units”) on the Delivery Date. The “Delivery Date” of the shares shall be the date on which the Restriction (as defined in Section 2 below) on such Units lapse. Unless indicated otherwise, the shares of stock shall be delivered in an equal number of shares (subject to rounding) as of each Delivery Date, if there is more than one Delivery Date applicable. The shares shall be issued from instruct the Company’s available treasury shares. Prior transfer agent to cancel and return the Delivery Date(s)Shares (and, (a) if applicable, the Employee shall not be treated as a shareholder as to those shares, and shall only have a contractual right to receive them, unsecured by any assets of the Company or the subsidiaries; (b) the Employee shall not be permitted to vote the Restricted Stock Units; and (c) the Employee’s right to receive such shares will be subject to the adjustment provisions relating to mergers, reorganizations, and similar event set forth in the Plan. The Restricted Stock Units shall be subject to all of the restrictions hereinafter set forth. The Employee shall be permitted to receive cash payments equal to the dividends and distributions paid on shares of stock (other than dividends or distributions of securities of the Company which may be issued Retained Distributions with respect to its shares by virtue of any stock split, combination, stock dividend or recapitalizationthereto) to the same extent as if each Unit was a share status of stock, and those authorized but unissued shares were not subject to the restrictions imposed by this Agreement and the Plan; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Employee with respect to record dates for such dividends or distributions occurring on or after the date, if any, on which the Employee has forfeited the Restricted Stock UnitsCommon Stock.

Appears in 1 contract

Samples: Restricted Stock Agreement (WisdomTree Investments, Inc.)

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