Common use of NOTICE OF RESTRICTED Clause in Contracts

NOTICE OF RESTRICTED. STOCK AWARD Subject to the terms and conditions of this Notice of Restricted Stock Award (this “Notice”), the Restricted Stock Award Agreement attached hereto (the “Award Agreement”), and the Xxxxxx Resources, Inc. 2016 Equity Incentive Plan (the “Plan”), the below individual (the “Participant”) is hereby granted the below number of Shares (the “Covered Shares”) of common stock in Xxxxxx Resources, Inc., a Delaware corporation (the “Company”). Unless otherwise specifically indicated, all terms used in this Notice shall have the meaning as set forth in the Award Agreement or the Plan. Identifying Information: Participant Name Date of Grant: and Address: Number of “Covered Shares”: Purchase Price per Share: Vesting Commencement Date: Vesting Schedule: Subject to the Participant’s continuous status as a Service Provider, and the terms of the Plan and this Award Agreement, the Covered Shares shall vest to the extent the time-based and/or performance-based vesting schedules set forth (collectively, the “Vesting Schedule”) are satisfied. Fifty percent (50%) of the Covered Shares shall vest under the time-based portion of the Vesting Schedule over a [ ]-year period in accordance with the following schedule (the “Time-Vesting Shares”): Vesting Date Nonforfeitable Percentage 1st anniversary of the Vesting Commencement Date 25% shall vest, combined total of 25% vested 2nd anniversary of the Vesting Commencement Date 25% shall vest, combined total of 50% vested 3rd anniversary of the Vesting Commencement Date 25% shall vest, combined total of 75% vested 4th anniversary of the Vesting Commencement Date 25% shall vest, combined total of 100% vested Fifty percent (50%) of the Covered Shares shall vest under the performance-based portion of the Vesting Schedule in accordance with Schedule 1 of this Notice (the “Performance-Vesting Shares”). Notwithstanding the foregoing, upon the earlier of: (i) the Participant’s Disability, (ii) the Participant’s death, (iii) the Participant terminating his or her Service Provider status for Good Reason (as such term is defined in the Participant’s employment agreement), (iv) the Company terminating the Participant’s Service Provider status without Cause, (v) the Participant’s Retirement, and (vi) immediately prior to the closing of a Change in Control of the Company, (A) the Time-Vesting Shares shall automatically become fully vested and (B) the Performance-Vesting Shares shall vest as of the date of such termination or a Change in Control, as applicable, as determined by the Board in its sole discretion. By your signature and the signature of the Company’s representative below, the Participant and the Company agree that the Covered Shares granted are governed by the terms and conditions of this Notice, the Award Agreement, the Plan and the Stockholders Agreement. XXXXXX RESOURCES, INC. By: Its: Dated:

Appears in 2 contracts

Samples: Restricted Stock Award Agreement (Warren Resources Inc), Restricted Stock Award Agreement (Warren Resources Inc)

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NOTICE OF RESTRICTED. STOCK AWARD Subject UNIT GRANT Participant Name: Jxxx Xxxxxxx Address: Participant has been granted the right to receive an award of Restricted Stock Units, subject to the terms and conditions of this Notice Award Agreement, as follows: Grant Number 2011-JD-1 Date of Grant April 29, 2011 Vesting Commencement Date May 2, 2011 Number of Restricted Stock Award (this “Notice”), the Restricted Stock Award Agreement attached hereto (the “Award Agreement”), and the Xxxxxx Resources, Inc. 2016 Equity Incentive Plan (the “Plan”), the below individual (the “Participant”) is hereby granted the below number of Shares (the “Covered Shares”) of common stock in Xxxxxx Resources, Inc., a Delaware corporation (the “Company”). Unless otherwise specifically indicated, all terms used in this Notice shall have the meaning as set forth in the Award Agreement or the Plan. Identifying Information: Participant Name Date of Grant: and Address: Number of “Covered Shares”: Purchase Price per Share: Vesting Commencement Date: Units 78,125 Vesting Schedule: Subject to the Participant’s continuous status as a Service Provider, and the terms of the Plan and this Award Agreementany acceleration provisions set forth below, the Covered Shares shall Restricted Stock Unit will vest to the extent the time-based and/or performance-based vesting schedules set forth (collectively, the “Vesting Schedule”) are satisfied. Fifty percent (50%) of the Covered Shares shall vest under the time-based portion of the Vesting Schedule over a [ ]-year period in accordance with the following schedule (schedule: The award will vest over 3 years, with 1/3 of the “Time-Vesting Shares”): Vesting Date Nonforfeitable Percentage 1st anniversary Award vesting on the first, second and third anniversaries of the Vesting Commencement Date 25% shall vestDate, combined total of 25% vested 2nd anniversary of subject to Participant remaining a Service Provider through each such date. In the Vesting Commencement Date 25% shall vestevent Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Unit, combined total of 50% vested 3rd anniversary of the Vesting Commencement Date 25% shall vest, combined total of 75% vested 4th anniversary of the Vesting Commencement Date 25% shall vest, combined total of 100% vested Fifty percent (50%) of the Covered Shares shall vest under the performance-based portion of the Vesting Schedule in accordance with Schedule 1 of this Notice (the “Performance-Vesting Shares”). Notwithstanding the foregoing, upon the earlier of: (i) the Restricted Stock Unit and Participant’s Disability, (ii) the right to acquire any Shares hereunder will immediately terminate. By Participant’s death, (iii) the Participant terminating his or her Service Provider status for Good Reason (as such term is defined in the Participant’s employment agreement), (iv) the Company terminating the Participant’s Service Provider status without Cause, (v) the Participant’s Retirement, and (vi) immediately prior to the closing of a Change in Control of the Company, (A) the Time-Vesting Shares shall automatically become fully vested and (B) the Performance-Vesting Shares shall vest as of the date of such termination or a Change in Control, as applicable, as determined by the Board in its sole discretion. By your signature and the signature of the Company’s representative of the Company below, the Participant and the Company agree that the Covered Shares this Award is granted are under and governed by the terms and conditions of this NoticeAward Agreement, including the Terms and Conditions of Stand-Alone Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Plan and Administrator upon any questions relating to the Stockholders Award Agreement. XXXXXX RESOURCESParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: GEEKNET, INC. /s/ Jxxxxxx Xxxxxxx /s/ Kxxxxxx Xxxxxxx Signature By: ItsExecutive Chairman Print Name Title: Dated:Residence Address: EXHIBIT A TERMS AND CONDITIONS OF STAND-ALONE RESTRICTED STOCK UNIT GRANT

Appears in 1 contract

Samples: Grant Award Agreement (Geeknet, Inc)

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NOTICE OF RESTRICTED. STOCK AWARD Subject UNIT GRANT Participant Name: Cxxxx XxXxxxxxxx Address: Participant has been granted the right to receive an award of Restricted Stock Units, subject to the terms and conditions of this Notice Award Agreement, as follows: Grant Number 2011-CD-1 Date of Grant April 29, 2011 Vesting Commencement Date April 29, 2011 Number of Restricted Stock Award (this “Notice”), the Restricted Stock Award Agreement attached hereto (the “Award Agreement”), and the Xxxxxx Resources, Inc. 2016 Equity Incentive Plan (the “Plan”), the below individual (the “Participant”) is hereby granted the below number of Shares (the “Covered Shares”) of common stock in Xxxxxx Resources, Inc., a Delaware corporation (the “Company”). Unless otherwise specifically indicated, all terms used in this Notice shall have the meaning as set forth in the Award Agreement or the Plan. Identifying Information: Participant Name Date of Grant: and Address: Number of “Covered Shares”: Purchase Price per Share: Vesting Commencement Date: Units 78,125 Vesting Schedule: Subject to the Participant’s continuous status as a Service Provider, and the terms of the Plan and this Award Agreementany acceleration provisions set forth below, the Covered Shares shall Restricted Stock Unit will vest to the extent the time-based and/or performance-based vesting schedules set forth (collectively, the “Vesting Schedule”) are satisfied. Fifty percent (50%) of the Covered Shares shall vest under the time-based portion of the Vesting Schedule over a [ ]-year period in accordance with the following schedule (schedule: The award will vest over 3 years, with 1/3 of the “Time-Vesting Shares”): Vesting Date Nonforfeitable Percentage 1st anniversary Award vesting on the first, second and third anniversaries of the Vesting Commencement Date 25% shall vestDate, combined total of 25% vested 2nd anniversary of subject to Participant remaining a Service Provider through each such date. In the Vesting Commencement Date 25% shall vestevent Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Unit, combined total of 50% vested 3rd anniversary of the Vesting Commencement Date 25% shall vest, combined total of 75% vested 4th anniversary of the Vesting Commencement Date 25% shall vest, combined total of 100% vested Fifty percent (50%) of the Covered Shares shall vest under the performance-based portion of the Vesting Schedule in accordance with Schedule 1 of this Notice (the “Performance-Vesting Shares”). Notwithstanding the foregoing, upon the earlier of: (i) the Restricted Stock Unit and Participant’s Disability, (ii) the right to acquire any Shares hereunder will immediately terminate. By Participant’s death, (iii) the Participant terminating his or her Service Provider status for Good Reason (as such term is defined in the Participant’s employment agreement), (iv) the Company terminating the Participant’s Service Provider status without Cause, (v) the Participant’s Retirement, and (vi) immediately prior to the closing of a Change in Control of the Company, (A) the Time-Vesting Shares shall automatically become fully vested and (B) the Performance-Vesting Shares shall vest as of the date of such termination or a Change in Control, as applicable, as determined by the Board in its sole discretion. By your signature and the signature of the Company’s representative of the Company below, the Participant and the Company agree that the Covered Shares this Award is granted are under and governed by the terms and conditions of this NoticeAward Agreement, including the Terms and Conditions of Stand-Alone Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are made a part of this document. Participant has reviewed this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Plan and Administrator upon any questions relating to the Stockholders Award Agreement. XXXXXX RESOURCESParticipant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: GEEKNET, INC. /s/Cxxxx XxXxxxxxxx /s/ Kxxxxxx Xxxxxxx Signature By: ItsExecutive Chairman Print Name Title: Dated:Residence Address: EXHIBIT A TERMS AND CONDITIONS OF STAND-ALONE RESTRICTED STOCK UNIT GRANT

Appears in 1 contract

Samples: Grant Award Agreement (Geeknet, Inc)

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