Grant of the Award. (a) The Company hereby grants to the Participant an Award (the “Award”) of «NumberShares» Shares of Restricted Stock (the “Restricted Shares”), subject to the terms and conditions set forth in this Agreement and the Plan. Subject to Section 3, certificates evidencing the Restricted Shares shall be issued by the Company and registered in the name of the Participant on the stock transfer books of the Company. However, certificates issued with respect to Restricted Shares shall be held by the Company in escrow under the terms hereof. Such certificates shall bear the legend set forth in Subsection (c) below or such other appropriate legend as the Committee shall determine, which legend shall be removed only if and when the Restricted Shares vest as provided herein, at which time the certificates shall be delivered to the Participant. As a condition to the issuance of Shares pursuant to this Award, the Participant shall deliver to the Company the attached stock powers duly endorsed in blank. Upon the issuance of Shares hereunder, the Participant shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of Shares thereon. The Participant’s right to receive any extraordinary dividends or other distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the sole discretion of the Committee, but in the event of any such extraordinary event, the Committee shall take such action as is appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares. (b) In order to comply with any applicable securities laws, the Company may require the Participant (i) to furnish evidence satisfactory to the Company (including a written and signed representation letter) to the effect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Participant following registration under the Securities Act of 1933, as amended, or pursuant to an exemption therefrom. (c) Unless otherwise determined by the Committee, any certificate issued in respect of the Restricted Shares prior to the lapse of any outstanding restrictions relating thereto shall bear the following legend: This certificate and the shares of stock represented hereby are subject to the terms and conditions, including the forfeiture provisions and restrictions against transfer (the “Restrictions”), contained in the USEC Inc. 1999 Equity Incentive Plan (the “Plan”) and an agreement entered into between the registered owner and the Company (the “Agreement”). Any attempt to dispose of these shares in contravention of the applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void and without effect.”
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Samples: Restricted Stock Award Agreement (Usec Inc), Restricted Stock Award Agreement (Usec Inc)
Grant of the Award. (a) The Company hereby grants to the Participant an Award (the “Award”) of «NumberShares» Shares of Restricted Stock (the “Restricted Shares”), subject to the terms and conditions set forth in this Agreement and the Plan. Subject to Section 3, certificates evidencing the Restricted Shares shall be issued by the Company and registered in the name of the Participant on the stock transfer books of the Company. However, certificates issued with respect to Restricted Shares shall be held by the Company in escrow under the terms hereof. Such certificates shall bear the legend set forth in Subsection (c) below or such other appropriate legend as the Committee shall determine, which legend shall be removed only if and when the Restricted Shares vest as provided herein, at which time the certificates shall be delivered to the Participant. As a condition to the issuance of Shares pursuant to this Award, the Participant shall deliver to the Company the attached stock powers duly endorsed in blank. Upon the issuance of Shares hereunder, the Participant shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of Shares thereon. The Participant’s right to receive any extraordinary dividends or other distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the sole discretion of the Committee, but in the event of any such extraordinary event, the Committee shall take such action as is appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares.
(b) In order to comply with any applicable securities laws, the Company may require the Participant (i) to furnish evidence satisfactory to the Company (including a written and signed representation letter) to the effect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Participant following registration under the Securities Act of 1933, as amended, or pursuant to an exemption therefrom.
(c) Unless otherwise determined by the Committee, any certificate issued in respect of the Restricted Shares prior to the lapse of any outstanding restrictions relating thereto shall bear the following legend: This certificate and the shares of stock represented hereby are subject to the terms and conditions, including the forfeiture provisions and restrictions against transfer (the “Restrictions”), contained in the USEC Inc. 1999 Equity Incentive Plan (the “Plan”) and an agreement entered into between the registered owner and the Company (the “Agreement”). Any attempt to dispose of these shares in contravention of the applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void and without effect.”following
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Grant of the Award. This Award represents the right to be issued on a future date the number of shares of the Company’s Common Stock as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit (the “Account”) the number of shares of Common Stock subject to the Award. This Award was granted in consideration of your services to the Company. Except as otherwise provided herein, you will not be required to make any payment to the Company (other than past and future services to the Company) with respect to your receipt of the Award, the vesting of the shares or the delivery of the underlying Common Stock.
(a) The Company hereby grants Subject to the Participant an limitations contained herein, your Award (will vest, if at all, in accordance with the “Award”) vesting criteria provided in the Grant Notice, provided that no shares will vest following a termination of «NumberShares» Shares your Continuous Service. Upon such termination of Restricted Stock (your Continuous Service, the “Restricted Shares”), subject Award shall terminate and the shares credited to the terms and conditions set forth in this Agreement and Account that were not vested on the Plan. Subject date of such termination will be forfeited at no cost to Section 3, certificates evidencing the Restricted Shares shall be issued by the Company and registered you will have no further right, title or interest in or to such underlying shares of Common Stock or the name of the Participant on the stock transfer books of the Company. However, certificates issued with respect to Restricted Shares shall be held by the Company in escrow under the terms hereof. Such certificates shall bear the legend set forth in Subsection (c) below or such other appropriate legend as the Committee shall determine, which legend shall be removed only if and when the Restricted Shares vest as provided herein, at which time the certificates shall be delivered to the Participant. As a condition to the issuance of Shares pursuant to this Award, the Participant shall deliver to the Company the attached stock powers duly endorsed in blank. Upon the issuance of Shares hereunder, the Participant shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of Shares thereon. The Participant’s right to receive any extraordinary dividends or other distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the sole discretion of the Committee, but in the event of any such extraordinary event, the Committee shall take such action as is appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares.
(b) In order to comply with any applicable securities laws, The Company will prepare financial statements for the Company may require 2011 calendar year which will be audited by the Participant (i) to furnish evidence satisfactory to Company’s independent auditors during the Company (including a written and signed representation letter) to first quarter of 2012. If the effect information derived from the final 2011 financial statements as audited by the Company’s independent auditors does not reflect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Participant following registration under the Securities Act of 19332011 Performance Goal has been attained, as amended, or pursuant to an exemption therefrom.
(c) Unless unless otherwise determined by the Compensation Committee, any certificate issued in respect of the Restricted Shares prior to the lapse of any outstanding restrictions relating thereto Award shall bear the following legend: This certificate terminate and the shares of stock represented hereby are subject credited to the terms Account that were not vested on such date will be forfeited at no cost to the Company and conditionsyou will have no further right, including title or interest in or to such underlying shares of Common Stock or the forfeiture provisions and restrictions against transfer Award. For purposes of determining whether the 2011 Performance Goal has been attained, “non-GAAP operating income” shall be defined as operating loss for the year ended December 31, 2011, as reported in the Company’s audited financials statements included in the Company’s 2011 Annual Report of Form 10-K, presented in accordance with Generally Accepted Accounting Principles (the “RestrictionsGAAP”), contained adjusted for noncash items consisting of equity compensation, depreciation and amortization, amortization of deferred revenue and also adjusted for restructuring and other charges (reported in the USEC Inc. 1999 Equity Incentive Plan (the “Plan”accordance with ASC 420-10-S99) and an agreement entered into between the registered owner any charges that qualify for treatment as “Unusual Items” (in accordance with ASC 000-00-00-00) and the Company (the “Agreement”)are reported as a separate component of income from continuing items. Any attempt to dispose The ending result of these shares adjustments to GAAP operating loss must reflect an income position in contravention order to meet the definition of the applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void and without effectnon-GAAP operating income.”
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Samples: Restricted Stock Unit Award Agreement (Amylin Pharmaceuticals Inc)
Grant of the Award. (a) The Company hereby grants to the Participant an Award (the “Award”) of «NumberShares» Shares of Restricted Stock (the “Restricted Shares”), subject to the terms and conditions set forth in this Agreement and the Plan. Subject to Section 3, certificates evidencing the Restricted Shares shall be issued by the Company and registered in the name of the Participant on the stock transfer books of the Company. However, certificates issued with respect to Restricted Shares shall be held by the Company in escrow under the terms hereof. Such certificates shall bear the legend set forth in Subsection (c) below or such other appropriate legend as the Committee shall determine, which legend shall be removed only if and when the Restricted Shares vest as provided herein, at which time the certificates shall be delivered to the Participant. As a condition to the issuance of Shares pursuant to this Award, the Participant shall deliver to the Company the attached stock powers duly endorsed in blank. Upon the issuance of Shares hereunder, the Participant shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of Shares thereon. The Participant’s right to receive any extraordinary dividends or other distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the sole discretion of the Committee, but in the event of any such extraordinary event, the Committee shall take such action as is appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares.
(b) In order to comply with any applicable securities laws, the Company may require the Participant (i) to furnish evidence satisfactory to the Company (including a written and signed representation letter) to the effect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Participant following registration under the Securities Act of 1933, as amended, or pursuant to an exemption therefrom.
(c) Unless otherwise determined by the Committee, any certificate issued in respect of the Restricted Shares prior to the lapse of any outstanding restrictions relating thereto shall bear the following legend: This certificate and the shares of stock represented hereby are subject to the terms and conditions, including the forfeiture provisions and restrictions against transfer (the “Restrictions”), contained in the USEC Inc. 1999 Equity Incentive Plan (the “Plan”) and an agreement entered into between the registered owner and the Company (the “Agreement”). Any attempt to dispose of these shares in contravention of the applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void and without effect.”
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Grant of the Award. (a) The Company hereby grants has granted and from time to time will grant to the Participant an Award Awards (the “AwardAwards”) of «NumberShares» Shares of Restricted Stock (the “Restricted Shares”)) in the amounts, on the dates of grant, and labeled as Founder’s stock or incentive stock awards, in each case as set forth in Exhibit A hereto, subject to the terms and conditions set forth in this Agreement and the Plan. Subject to Section 3, certificates evidencing the Restricted Shares shall be issued by the Company and registered in the name of the Participant on the stock transfer books of the Company. However, certificates issued with respect to Restricted Shares shall be held by the Company in escrow under the terms hereof. Such certificates shall bear the legend set forth in Subsection (c) below or such other appropriate legend as the Committee shall determine, which legend shall be removed only if and when the Restricted Shares vest as provided herein, at which time the certificates shall be delivered to the Participant. As If requested by the Company and as a condition to the issuance of Shares pursuant to this Awardthe Restricted Shares, the Participant shall will be required to deliver to the Company the attached stock powers duly endorsed in blank. Upon the issuance of Shares hereunderthe Restricted Shares, the Participant shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of Shares thereon. The Participant’s right to receive any extraordinary dividends or other distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the sole discretion of the Committee, but in the event of any such extraordinary event, the Committee shall take such action as is appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares.
(b) In order to comply with any applicable securities laws, the Company may require the Participant (i) to furnish evidence satisfactory to the Company (including a written and signed representation letter) to the effect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Participant following registration under the Securities Act of 1933, as amended, or pursuant to an exemption therefrom.
(c) Unless otherwise determined by the Committee, any certificate issued in respect of the Restricted Shares prior to the lapse of any outstanding restrictions relating thereto shall bear the following legend: “This certificate and the shares of stock represented hereby are subject to the terms and conditions, including the forfeiture provisions and restrictions against transfer (the “Restrictions”), contained in the USEC Inc. 1999 Equity Incentive Plan (the “Plan”) and an agreement entered into between the registered owner and the Company (the “Agreement”). Any attempt to dispose of these shares in contravention of the applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void and without effect.”
Appears in 1 contract
Grant of the Award. (a) The Company hereby grants has granted and from time to time will grant to the Participant an Award Awards (the “AwardAwards”) of «NumberShares» Shares of Restricted Stock (the “Restricted Shares”)) in the amounts, on the dates of grant, and labeled as annual retainers and meeting fees, in each case as set forth in Exhibit A hereto, subject to the terms and conditions set forth in this Agreement and the Plan. Subject to Section 3, certificates evidencing the Restricted Shares shall be issued by the Company and registered in the name of the Participant on the stock transfer books of the Company. However, certificates issued with respect to Restricted Shares shall be held by the Company in escrow under the terms hereof. Such certificates shall bear the legend set forth in Subsection (c) below or such other appropriate legend as the Committee shall determine, which legend shall be removed only if and when the Restricted Shares vest as provided herein, at which time the certificates shall be delivered to the Participant. As If requested by the Company and as a condition to the issuance of Shares pursuant to this Awardthe Restricted Shares, the Participant shall will be required to deliver to the Company the attached stock powers duly endorsed in blank. Upon the issuance of Shares hereunderthe Restricted Shares, the Participant shall be entitled to vote the Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of Shares thereon. The Participant’s right to receive any extraordinary dividends or other distributions with respect to Restricted Shares prior to their becoming nonforfeitable shall be at the sole discretion of the Committee, but in the event of any such extraordinary event, the Committee shall take such action as is appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares.
(b) In order to comply with any applicable securities laws, the Company may require the Participant (i) to furnish evidence satisfactory to the Company (including a written and signed representation letter) to the effect that the Restricted Shares were acquired for investment only and not for resale or distribution and (ii) to agree that the Restricted Shares shall only be sold by the Participant following registration under the Securities Act of 1933, as amended, or pursuant to an exemption therefrom.
(c) Unless otherwise determined by the Committee, any certificate issued in respect of the Restricted Shares prior to the lapse of any outstanding restrictions relating thereto shall bear the following legend: “This certificate and the shares of stock represented hereby are subject to the terms and conditions, including the forfeiture provisions and restrictions against transfer (the “Restrictions”), contained in the USEC Inc. 1999 Equity Incentive Plan (the “Plan”) and an agreement entered into between the registered owner and the Company (the “Agreement”). Any attempt to dispose of these shares in contravention of the applicable restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void and without effect.”
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