Grants of Restricted Stock. From time to time in its discretion, Eclipsys may grant and issue to Recipient shares of Eclipsys's common stock that are subject to the restrictions described in, and other provisions of, this Agreement (the "Restricted Stock"). No grants of Restricted Stock are promised by this Agreement. Each grant of Restricted Stock will be documented by a written notice delivered by Eclipsys to Recipient (a “Grant Notice”) stating: (i) that the Restricted Stock described therein is subject to this Agreement, (ii) the number of shares of Restricted Stock subject to the grant, (iii) the schedule and any other conditions for vesting of the Restricted Stock, and (iv) such other terms and conditions applicable to the Restricted Stock as Eclipsys may determine. As a condition to each grant of Restricted Stock, Recipient is required to pay to Eclipsys $.01 by cash or check for each share of Restricted Stock (the "Acquisition Consideration").
Grants of Restricted Stock. The Board of Directors may grant a Participant an award of Restricted Stock subject to such terms and conditions as the Board of Directors deems appropriate, including, without limitation, restrictions on the pledging, sale, assignment, transfer or other disposition of such shares and the requirement that the Participant forfeit all or a portion of such shares back to the Company upon termination of employment.
Grants of Restricted Stock. Subject to the terms and conditions contained in this Agreement, the Notice of Grant applicable to the Award and the Plan, the Company may, from time to time in its discretion, grant you Restricted Stock. The Shares issued pursuant to an Award of Restricted Stock will be registered in your name. The Shares will be evidenced by one or more certificates delivered to and deposited with the Secretary of the Company as escrow agent or, at the discretion of the Company, may be held in a restricted book entry account in lieu of issuing a certificate or certificates. Such certificates or such book entry shares are to be held by the escrow agent until the Restricted Stock vests, at which time the escrow agent will release the vested Shares; provided, however, that a portion of the Shares may be surrendered in payment of required withholding taxes in accordance with Section 8(b) below, unless alternative procedures for the payment of required withholding taxes are established by the Company.
Grants of Restricted Stock. The title of Section 6 shall be changed to “Stock Options/Restricted Stock”. Section 6 shall be deleted in its entirety and replaced with the following:
(a) Employee shall be eligible for awards under Employer’s 2007 Incentive Stock Plan (the “Plan”) on the same terms as are generally available to senior executive officers of Employer and on terms which are in accordance with comparative market practices. The parties agree that any grant of stock options or restricted stock under the Plan or any similar plan is subject to the discretion of the Board (or Compensation Committee) based upon the duties of Employee’s position, the extent to which Employee’s individual performance objectives and Employer’s profitability objectives and other financial and non-financial objectives were achieved during the applicable period.
(b) In addition to any rights Employee may have under the Plan or specific option and restricted stock grants under the Plan, all stock options and restricted stock granted to Employee which would have otherwise vested during the two-year period following the occurrence of a Change in Control shall immediately vest and become exercisable in the event of a Change in Control.
Grants of Restricted Stock. (a) Employee will be eligible to participate in any Employer’s incentive stock plan (For Restricted Stock Bonus Awards) (the “Plan”) on the same terms as are generally available to executive officers of Employer and on terms which are in accordance with comparative market practices. The parties agree that any additional grant of restricted stock under the Plan or any similar plan is subject to the discretion of the Board, or the Compensation Committee of the Board, based upon the duties of Employee’s position, the extent to which Employee’s individual performance objectives and Employer’s profitability objectives and other financial and non-financial objectives were achieved during the applicable period, and comparative market practices.
(b) In addition to any rights Employee may have under the Plan or specific restricted stock under the Plan, all restricted stock bonus awards granted to Employee which would have otherwise vested during the period following the occurrence of a Change in Control shall immediately vest and become exercisable in the event of a Change in Control.
Grants of Restricted Stock. (a) Employee will be eligible to participate in Employer’s 2007 Incentive Stock Plan (For Restricted Stock Bonus Awards) (the “Plan”) on the same terms as are generally available to executive officers of Employer and on terms which are in accordance with comparative market practices.
(b) Within 30 days of the Start Date, Employee will be granted 10,000 restricted shares of Employer common stock. One-third of these shares will vest on each anniversary of the grant date through the third anniversary provided that Employee is employed by Employer on each such anniversary date. In addition, on or about March 31, 2018, Employee will be granted 10,000 shares of Employer common stock provided that the Employer achieved its adjusted budget during the 2017 fiscal year. One-third of these shares will vest on each anniversary of the grant date through the third anniversary provided that Employee is employed by Employer on each such anniversary date.
(c) The parties agree that any additional grant of restricted stock under the Plan or any similar plan is subject to the discretion of the Compensation Committee of the Board based upon the duties of Employee’s position, the extent to which Employee’s individual performance objectives and Employer’s profitability objectives and other financial and non-financial objectives were achieved during the applicable period, and comparative market practices.
(d) In addition to any rights Employee may have under the Plan or specific restricted stock under the Plan, all restricted stock bonus awards granted to Employee which would have otherwise vested during the period following the occurrence of a Change in Control shall immediately vest and become exercisable in the event of a Change in Control.
Grants of Restricted Stock. (a) Restricted Stock may be issued to Eligible Employees as provided in this Article IV. Restricted Stock will be deemed issued only upon (i) authorization by the Committee and (ii) the execution and delivery of a Restricted Stock Grant Agreement by the Eligible Employee to whom such Restricted Stock is to be issued (the "Holder") and a duly authorized officer of the Company. Restricted Stock will not be deemed to have been issued merely upon authorization by the Committee.
(b) Each issuance of Restricted Stock pursuant to this Article IV will be evidenced by a Restricted Stock Grant Agreement between the Company and the Holder in form and substance satisfactory to the Committee in its sole discretion, consistent with this Article IV. Each Restricted Stock Grant Agreement will specify the purchase price per share, if any, paid by the Holder for the Restricted Stock, such amount to be fixed by the Committee in its discretion.
(c) Without limiting the foregoing, each Restricted Stock Grant Agreement shall set forth the terms and conditions of any forfeiture provisions regarding the Restricted Stock, (including any provisions for accelerated vesting in the event of a change in Control Transaction) as determined by the Committee in its discretion.
(d) At the discretion of the Committee, the Holder, as a condition to the issuance of shares, may be required (i) to execute and deliver to the Company a confidential information agreement approved by the Committee, and/or (ii) to agree to pay to the Corporation in cash, or in such other form as the Committee may determine in its discretion (including the withholding of shares of Stock as to which the Option is then being exercised), the amount of the Corporation's Tax Withholding Liability required in connection with lapse of restrictions on such Restricted Stock.
Grants of Restricted Stock. Subject to the approval of the Compensation Committee of the Board of Directors of Mercantile Bankshares Corporation (“Mercshares”), which approval Management of Employer will recommend, Executive:
1) will receive a grant of 10,000 restricted shares of common stock of Mercshares, which shares shall vest entirely three (3) years from Executive’s date of employment.
2) if he is actively employed by Employer on December 31, 2003, will receive a grant of 10,000 restricted shares of common stock of Mercshares, which shares shall vest entirely three (3) years after December 31, 2003. The restricted shares referred to herein shall only vest if Executive is actively employed by Employer on the dates of vesting. Otherwise the grants of restricted shares shall lapse. Furthermore, the grants will become effective only upon the execution and delivery of, and will be subject to the terms of, restricted stock agreements to be approved by counsel and entered into between Mercshares and Executive and, to the extent necessary, by Employer.
Grants of Restricted Stock. (a) Employee shall continue to be eligible to participate in Employer’s 2021 incentive stock plan (For Restricted Stock Bonus Awards) (the “Plan”) on the same terms as are generally available to executive officers of Employer and on terms which are in accordance with comparative market practices. The restricted shares of Employer’s common stock granted to Employee pursuant to the Prior Employment Agreement that are unvested as of the Start Date shall continue to vest in accordance with their existing terms.
(b) Subject to Section 6(c) below, the parties agree that any additional grant of restricted stock under the Plan or any similar plan is subject to the discretion of the Compensation Committee of the Board based upon the duties of Employee's position, the extent to which Employee's individual performance objectives and Employer's profitability objectives and other financial and non-financial objectives were achieved during the applicable period, and comparative market practices.
(c) Notwithstanding anything to the contrary in this Agreement, Employee shall be granted a number of shares of restricted stock that is no less than sixty-five percent (65%) of the number of shares of restricted stock granted to the CEO.
(d) In addition to any rights Employee may have under the Plan or specific restricted stock under the Plan, all restricted stock bonus awards granted to Employee which would have otherwise vested during the period following the occurrence of a Change in Control shall immediately vest and become exercisable in the event of a Change in Control.
Grants of Restricted Stock. The Company shall award Executive 625,000 restricted shares of common stock of the Company (the “Time Vesting Restricted Shares”), which shall vest as follows: (1) 312,500 shall equally vest in 25% increments on the anniversary date of the Effective Date over the next four years; (2) 52,083 shall vest based upon the Company first achieving a market capitalization of $75,000,000 ($75 million) for 30 consecutive trading days; 52,083 shall vest based upon the Company first achieving a market capitalization of $100,000,000 ($100 million) for 30 consecutive trading days; 52,084 shall vest based upon the Company first achieving a market capitalization of $150,000,000 ($150 million) for 30 consecutive trading days ; and (3) 52,083 shall vest based upon the Company’s EBITDA first being equal to or greater than $10,000,000 ($10 million) at the end of a fiscal year; 52,083 shall vest based upon the Company’s EBITDA first being equal to or greater than $15,000,000 ($15 million) at the end of a fiscal year; 52,084 shall vest based upon the Company’s EBITDA first being equal to or greater than $25,000,000 ($25 million) at the end of a fiscal year. Vesting under clauses (2) and (3) shall require certification by the Compensation Committee that such performance goals have been met and shall occur on the date of such certification.