Restricted Shares Award Clause Samples

Restricted Shares Award. 42,000 shares of restricted stock of the Company (Company common stock par value $0.01) are hereby awarded to the Director. Restricted Shares awarded hereunder are not transferable by the Director until the date that the applicable shares become vested. Notwithstanding such restrictions, the Director shall retain all voting rights with respect to such non-vested Restricted Shares. However, the Director shall not be entitled to any dividends paid with respect to such non-vested Restricted Shares, and shall have no other rights respecting such shares except as specifically set forth in this Agreement. The Company will file appropriate registration documents (and bear all such costs) pertaining to the vested Restricted Shares as reasonably requested by the Director. As of the date any such shares become vested, then those shares shall contemporaneously become transferable and payable to the Director within thirty (30) days thereof.

Restricted Shares Award. Pursuant to the Plan and subject to the terms and conditions of the Agreement, PNC grants to the Grantee named above (“Grantee”) a Restricted Shares Award of the number of restricted shares of PNC common stock set forth above (the “Award” and the “Restricted Shares”). The Award is subject to acceptance by Grantee in accordance with Section 17 and is subject to the terms and conditions of the Agreement and the Plan. For purposes of determining the Restricted Period, service requirements and other conditions applicable to each portion of the Restricted Shares under the Agreement, the Restricted Shares are divided into three “Tranches” as follows: (a) one-third (1/3rd ) of these shares (rounded down to the nearest whole share) are in the First Tranche of Restricted Shares; (b) one-half (1/2 ) of the remaining shares (rounded down to the nearest whole share) are in the Second Tranche of Restricted Shares; and (c) the remainder of the shares are in the Third Tranche of Restricted Shares.

Restricted Shares Award. Pursuant to the Plan and subject to the terms and conditions of the Agreement, PNC grants to the Grantee named above (“Grantee”) a Restricted Shares Award of the number of restricted shares of PNC common stock set forth above (the “Award” and the “Restricted Shares”). The Award is subject to acceptance by Grantee in accordance with Section 17 and is subject to the terms and conditions of the Agreement and the Plan. [Describe vesting schedule and conditions, as necessary, including division of shares into portions or tranches if applicable]

Restricted Shares Award. (a) Subject to the terms and conditions of this Agreement, ( ) shares of the common stock of the Company, without par value (the “Restricted Shares”) are hereby awarded to the Participant as additional compensation for services as an independent director of the Company. None of the Restricted Shares may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed or until they have vested in accordance with Section 3 of this Agreement. The Restricted Shares shall be subject to forfeiture as described in Section 4 of this Agreement. (b) In order for the Award to take effect, the Participant shall execute and deliver a copy of this Agreement to the Company at the Company’s offices within ten (10) business days of the date on which the Participant has received this Agreement. If the Committee determines that the Restricted Shares shall be held in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Participant additionally shall execute and deliver to the Company (1) an escrow agreement satisfactory to the Committee, and

Restricted Shares Award. (a) Subject to the terms and conditions of this Agreement, ___ shares of the common stock of the Company, without par value (the "Restricted Shares") are hereby awarded to the Participant as additional compensation for services as an independent director of the Company. None of the Restricted Shares may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed or until they have vested in accordance with Section 3 of this Agreement. The Restricted Shares shall be subject to forfeiture as described in Section 4 of this Agreement. (b) In order for the Award to take effect, the Participant shall execute and deliver a copy of this Agreement to the Company at the Company's offices within ten (10) business days of the date on which the Participant has received this Agreement. If the Committee determines that the Restricted Shares shall be held in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Participant additionally shall execute and deliver to the Company (1) an escrow agreement satisfactory to the Committee, and (2) the appropriate blank stock powers with respect to the Restricted Shares covered by such agreements. If the Participant shall fail to execute this Agreement and, if applicable, an escrow agreement and stock powers, within ten (10) days after receipt thereof from the Company, the Award made hereunder shall be null and void. (c) Subject to the restrictions set forth in the Plan and this Agreement, the Participant shall generally have the rights and privileges of a stockholder as to the Restricted Shares, including the right to vote such Restricted Shares, and to receive dividends paid thereon.

Restricted Shares Award. 25,000 shares of restricted stock of the Company (Company common stock par value $0.01) are hereby awarded to the Director. Restricted Shares awarded hereunder are not transferable by the Director until the date that the applicable shares become vested. Notwithstanding such restrictions, the Director shall retain all voting rights with respect to such non-vested Restricted Shares. However, the Director shall not be entitled to any dividends paid with respect to such non-vested Restricted Shares, and shall have no other rights respecting such shares except as specifically set forth in this Agreement.

Restricted Shares Award. Pursuant to the LGI Incentive Plan, the Compensation Committee of the Board of Directors of LGI has approved an award to Grantee upon the Effective Date, in connection with Grantee’s acceptance of this Amendment, of (i) a number of shares of LGI Series B Stock with an aggregate Fair Market Value as of the Effective Date equal to the product of (x) the number of shares of LGI Series B Stock to which the Adjusted Series B Option relates as of the Effective Date multiplied by (y) $0.84 and (ii) a number of shares of LGI Series C Stock with an aggregate Fair Market Value as of the Effective Date equal to the product of (x) the number of shares of LGI Series C Stock to which the Adjusted Series C Option relates as of the Effective Date multiplied by (y) $0.77 (collectively, the “Restricted Shares”). The Restricted Shares will be issued as soon as practicable after the Effective Date, but in no event later than December 31, 2005, pursuant to and subject to the terms and conditions of a restricted shares agreement between Grantee and LGI in the form previously adopted by the LGI Committee. Subject to the terms and conditions of such agreement and the LGI Incentive Plan, the Restriction Period (as defined in the LGI Incentive Plan) will expire with respect to 40% of the original number of Restricted Shares on the date in 2006 on which the Adjusted Series B Option and Adjusted Series C Option first become exercisable and as to an additional 20% of the original number of Restricted Shares on each anniversary thereof through 2009. For purposes of the foregoing “Fair Market Value” shall have the meaning ascribed to such term in the LGI Incentive Plan.

Restricted Shares Award. If Executive remains actively employed by Company or an Affiliated Company (or a successor to any such entity) through December 31, 2003, the Restricted Shares Award described in Section 1 of the Prior Agreement shall be 100% vested on December 31, 2003, notwithstanding the vesting scheduled described in the Restricted Shares Award Agreement (described in the Prior Agreement).

Restricted Shares Award. If Executive remains actively employed by Company or an Affiliated Company (or a successor to any such entity) through December 31, 2003, the restricted shares granted to Executive on October 26, 2000, pursuant to the BellSouth Corporation Stock Plan Restricted Shares Award Agreement made as of that date and attached hereto as Exhibit "A" (the "Restricted Shares Award Agreement") shall be 100% vested on December 31, 2003, notwithstanding the vesting schedule described in the Restricted Shares Award Agreement.