Common use of Grant of the Restricted Shares Clause in Contracts

Grant of the Restricted Shares. (a) The Company hereby grants to the Participant an Award (the “Award”) of «RSAs» 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 hereof, the Restricted Shares shall be registered in the name of the Participant on the stock transfer books of the Company. However, any certificates issued with respect to Restricted Shares shall be held by the Company in escrow under the terms hereof, provided, that, unless the Company determines otherwise, no such certificates shall be issued prior to the date determined under Section 6(b) hereof. Any such certificates shall bear the legend set forth in Section 1(b) below or such other appropriate legend as the Committee shall determine, which legend shall be removed only on and after the date determined under Section 6(b) and if and when the Restricted Shares have become vested Restricted Shares (as defined in Section 2(a) hereof). As a condition to the issuance of Shares pursuant to this Award, the Participant shall deliver to the Company stock powers substantially in the form annexed hereto as Exhibit A duly endorsed in blank. The Participant shall be entitled to vote all Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of Shares thereon if any. The Participant’s right to receive any extraordinary dividends or other distributions with respect to Restricted Shares prior to their becoming vested Restricted Shares shall be at the sole discretion of the Committee, but in the event of any such extraordinary dividends or distributions are paid to the holders of Company Shares, the Committee shall take such action as may be appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares. (b) Unless otherwise determined by the Committee, any certificate issued in respect of the Restricted Shares shall bear the following legend: “This certificate and the shares of stock represented hereby are subject to the terms and conditions, including forfeiture provisions and restrictions against transfer (the “Restrictions”), contained in The Nasdaq Stock Market, Inc. Equity Incentive Plan and an agreement entered into between the registered owner and The Nasdaq Stock Market, Inc. 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, void and without effect.”

Grant of the Restricted Shares. (a) The Company hereby grants Subject to the Participant an Award (terms and conditions of the “Award”) of «RSAs» Shares of restricted stock (Plan, and the “Restricted Shares”), subject to the additional terms and conditions set forth in this Agreement, the Company hereby grants to the Participant a Restricted Stock Award consisting of [ ] shares of Common Stock (the "Restricted Shares"), in consideration of the Participant's payment of the par value of $.01 per share of Common Stock, for a total payment of $[ ]. The Restricted Shares shall vest and become nonforfeitable in accordance with Section 2 hereof. Any capitalized terms not otherwise defined herein shall have the meanings set forth in the Employment Agreement or the Plan. (a) Subject to the Participant's continued employment with the Company and the Plan. Subject to Section 3 hereofterms of this Agreement, the Restricted Shares shall be registered in the name of the Participant on the stock transfer books of the Company. Howevervest and become nonforfeitable, any certificates issued with respect to Restricted Shares shall be held by the Company in escrow under the terms hereof, provided, that, unless the Company determines otherwise, no such certificates shall be issued prior to the date determined under Section 6(btwenty-five percent (25%) hereof. Any such certificates shall bear the legend set forth in Section 1(b) below or such other appropriate legend as the Committee shall determine, which legend shall be removed only on and after the date determined under Section 6(b) and if and when of the Restricted Shares have become vested Restricted Shares (as defined in Section 2(a) hereof). As a condition to initially granted hereunder on the issuance first anniversary of Shares pursuant to this Award, the Participant shall deliver to the Company stock powers substantially in the form annexed hereto as Exhibit A duly endorsed in blank. The Participant shall be entitled to vote all Restricted SharesGrant Date, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of Shares thereon if any. The Participant’s right to receive any extraordinary dividends or other distributions with respect to an additional 25% of the Restricted Shares prior to their becoming vested Restricted Shares shall be at the sole discretion on each of the Committeesecond, but third and fourth anniversaries thereof. Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any such extraordinary dividends or distributions are paid to the holders of Company fractional Shares, the Committee such fractional Shares shall take not be deemed vested hereunder but shall vest and become nonforfeitable when such action as may be appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted fractional Shares aggregate whole Shares. (b) Unless otherwise determined If the Participant's employment with the Company is terminated for any reason, the Restricted Shares shall, to the extent not then vested, be forfeited by the CommitteeParticipant without consideration; PROVIDED, any certificate issued HOWEVER, that if the Participant is terminated (i) by the Company without Cause (as defined in respect the Employment Agreement), (ii) by the Participant with Good Reason (as defined in the Employment Agreement) or (iii) due to the Participant's death or Disability (as defined in the Employment Agreement), all Restricted Shares, to the extent not then vested, shall become immediately vested and nonforfeitable; PROVIDED, FURTHER, that if the Participant resigns due to a Diminution (as defined in the Employment Agreement), fifty percent of the Restricted Shares that were not vested as of the date of termination shall bear the following legend: “This certificate become immediately vested and the shares nonforfeitable. (c) Notwithstanding any other provision of stock represented hereby are subject this Agreement to the terms contrary, in the event of a Change of Control, the Restricted Shares shall, to the extent not then vested and conditionsnot previously forfeited, including forfeiture provisions immediately become fully vested and restrictions against transfer (the “Restrictions”), contained in The Nasdaq Stock Market, Inc. Equity Incentive Plan and an agreement entered into between the registered owner and The Nasdaq Stock Market, Inc. 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, void and without effectnonforfeitable.”

Grant of the Restricted Shares. (a) The Company hereby grants to the Participant an Award (the “Award”) of «RSAs» [NUMBER OF SHARES] 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 hereof, the Restricted Shares shall be registered in the name of the Participant on the stock transfer books of the Company. However, any certificates issued with respect to Restricted Shares shall be held by the Company in escrow under the terms hereof, provided, that, unless the Company determines otherwise, no such certificates shall be issued prior to the date determined under Section 6(b) hereof. Any such certificates shall bear the legend set forth in Section 1(b) below or such other appropriate legend as the Committee shall determine, which legend shall be removed only on and after the date determined under Section 6(b) and if and when the Restricted Shares have become vested Restricted Shares (as defined in Section 2(a) hereof). As a condition to the issuance of Shares pursuant to this Award, the Participant shall deliver to the Company stock powers substantially in the form annexed hereto as Exhibit A duly endorsed in blank. The Participant shall be entitled to vote all Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of Shares thereon if any. The Participant’s right to receive any extraordinary dividends or other distributions with respect to Restricted Shares prior to their becoming vested Restricted Shares shall be at the sole discretion of the Committee, but in the event of any such extraordinary dividends or distributions are paid to the holders of Company Shares, the Committee shall take such action as may be appropriate to preserve the value of, and prevent the unintended enhancement of the value of, the Restricted Shares. (b) Unless otherwise determined by the Committee, any certificate issued in respect of the Restricted Shares shall bear the following legend: “This certificate and the shares of stock represented hereby are subject to the terms and conditions, including forfeiture provisions and restrictions against transfer (the “Restrictions”), contained in The Nasdaq Stock Market, Inc. Equity Incentive Plan and an agreement entered into between the registered owner and The Nasdaq Stock Market, Inc. 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, void and without effect.”

Grant of the Restricted Shares. (a) The Company hereby grants grants, as of the date hereof, to the Participant an Award (the “"Award”") of «RSAs» 100,000 Shares of restricted stock (the “"Restricted Shares”"), subject to the terms and conditions set forth in this Restricted Stock Agreement and the Plan. Subject to Section 3 hereof, the Restricted Shares shall be registered in the name of the Participant on the stock transfer books of the Company. However, any certificates issued with respect to Restricted Shares shall be held by the Company in escrow under the terms hereof, provided, that, and unless the Company determines otherwise, no such certificates shall be issued prior to the date determined under Section 6(b5(b) hereof. Any such certificates shall bear the legend set forth in Section 1(b) below or such other appropriate legend as the Committee shall determine, which legend shall be removed only on and after the date determined under Section 6(b5(b) and if and when the Restricted Shares have become vested Restricted Shares (as defined in Section 2(a) hereof). As a condition to the issuance of Shares pursuant to this Award, the Participant shall deliver to the Company stock powers substantially in the form annexed hereto as Exhibit A A, duly endorsed in blank. The Participant shall be entitled to vote all Restricted Shares, and shall be entitled to receive, free of all restrictions, ordinary cash dividends and dividends in the form of Shares thereon thereon, if any. The Participant’s 's right to receive any extraordinary dividends or other distributions with respect to Restricted Shares prior to their becoming vested Restricted Shares shall be at the sole discretion of the Committee, but in the event of any such extraordinary dividends or distributions are paid to the holders of Company Shares, the Committee shall take such action as may be appropriate to preserve the value of, and prevent the unintended dimunition or enhancement of the value of, the Restricted Shares. (b) Unless otherwise determined by the Committee, any certificate issued in respect of the Restricted Shares shall bear the following legend: “"This certificate and the shares of stock represented hereby are subject to the terms and conditions, including forfeiture provisions and restrictions against transfer (the “"Restrictions”"), contained in The Nasdaq Stock Market, Inc. Equity Incentive Plan and an agreement entered into between the registered owner and The Nasdaq Stock Market, Inc. 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, void and without effect.”"