Lapse of Restrictions. If, for any reason, Shares are issued to the Employee within six months of the Grant Date, the Employee agrees that he or she will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the Grant Date.
Lapse of Restrictions. Upon the Vesting of Restricted Shares, the Recipient shall own the Shares free and clear of all restrictions imposed by this Agreement and the Recipient shall be free to hold or dispose of such Shares in his discretion, subject to applicable federal and state law or regulations.
Lapse of Restrictions. Subject to Sections 5, 6 and 7 below:
Lapse of Restrictions. If, for any reason, shares of Stock are issued to you within six months after the Grant Date, you agree that you will not sell or otherwise dispose of any such shares of Stock prior to the six-month anniversary of the Grant Date.
Lapse of Restrictions. The Restrictions shall lapse as follows:
a. 1/3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [first year following the grant date].
b. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [second year following the grant date].
c. 1 3 shares of Restricted Stock shall no longer be subject to the Restrictions on or after January 1, [third year following the grant date]. Upon the termination of Grantee’s employment due to death or permanent disability, the Restrictions shall immediately lapse as to any shares of Restricted Stock held by Grantee at the time of such termination. Upon the termination of Grantee’s employment by reason of “retirement,” any shares of Restricted Stock held by Grantee at the time of such termination shall thereafter be released from the forfeiture restrictions set out in Section 2(b) hereof, but such shares shall continue to be subject to the transfer restrictions set out in Section 2(a) hereof through the applicable vesting dates set out above, provided however that any shares that are returned to the Company to satisfy Grantee’s withholding taxes under Section 8 hereof shall be released from such transfer restrictions. Notwithstanding anything to the contrary herein whether express or implied, Grantee shall be treated as having terminated by reason of a “retirement” only upon a voluntary termination that the Compensation Committee agrees, in its sole discretion, to treat as a retirement for purposes of this Award.
Lapse of Restrictions. Notwithstanding the foregoing, the Repurchase Right and Transfer Restriction with respect to the Rollover Shares shall lapse on the earlier the (i) second anniversary of the Closing Date or (ii) date that Employee’s employment is terminated by the Company and its Affiliates without Cause, by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; provided, however, that none of the events described above shall constitute Good Reason unless and until Employee first notifies the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faith.
Lapse of Restrictions a. The Restrictions applicable to the Restricted Stock Units shall lapse, as long as the Restricted Stock Units have not been forfeited as described in Section 2 or Section 4, as follows:
(i) As to one-third (1/3) of the Restricted Stock Units, one year from the date hereof or as soon as practicable thereafter if the Committee’s determination pursuant to Section 4 hereof is made more than one year after the date hereof;
(ii) As to one-third (1/3) of the Restricted Stock Units, two years from the date hereof;
(iii) As to one-third (1/3) of the Restricted Stock Units, three years from the date hereof;
(iv) Upon the conditions set forth in the Employment Agreement, if any, with respect to the lapse of Restrictions upon a Change of Control, and, if none, as set forth in the Plan, as to all of the remaining Restricted Stock Units upon a Change in Control of the Company (as defined in the Plan);
(v) As to all of the remaining Restricted Stock Units upon termination of Grantee’s employment by Brightpoint or a Subsidiary due to the Disability of the Grantee;
(vi) As to all of the remaining Restricted Stock Units if the Grantee dies; or
(vii) As to all of the remaining Restricted Stock Units upon the Retirement of the Grantee.
b. For purposes of determining the lapse of Restrictions upon a Change of Control, and, unless otherwise defined in the Employment Agreement, if any, “Good Reason” shall mean the Grantee’s ability to terminate his or her employment with the Company as a result of a failure by the Company to comply with its material obligations and agreements contained in the Employment Agreement, if any. Unless otherwise defined in the Employment Agreement, if any, “Cause” shall mean termination of the Grantee’s employment because of the occurrence of any of the following as determined by the Board:
Lapse of Restrictions. (a) Following the completion of the Performance Period, the Committee shall determine the Company’s Absolute TSR Percentage and will certify the level of achievement with respect to the Absolute TSR Vesting Percentage, MSCI Index Relative Performance Vesting Percentage, and the NAREIT Index Relative Performance Vesting Percentage and the portion of the Restricted Shares granted herein that have become Earned Restricted Shares. Following the Committee’s determination, Restricted Shares granted herein which have not become Earned Restricted Shares shall be immediately forfeited to the Company without payment of any consideration by the Company or any of its Affiliates, and neither Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Shares.
(b) The restrictions set forth herein with respect to the Earned Restricted Shares (if any) shall lapse and the Earned Restricted Shares shall vest as to fifty percent (50%) of the Earned Restricted Shares, rounded down to the nearest whole Earned Restricted Share, on the third (3rd) anniversary of the Grant Date and as to the remainder of the Earned Restricted Shares on the fourth (4th) anniversary of the Grant Date. Notwithstanding the foregoing, except as provided in Section 4 below, the Earned Restricted Shares shall not vest unless Grantee continues to be employed by the Company or any of its Affiliates through the applicable vesting date.
Lapse of Restrictions. The restrictions imposed under paragraph 3 will lapse and expire, and the PSU will vest, in accordance with the following:
Lapse of Restrictions. The Restrictions shall lapse and have no further force or effect and Shares underlying the Units shall be settled upon the earlier of the following events (each, a “Delivery Date”):
