Restricted Stock and Restricted Stock Units. Any restrictions on any outstanding restricted or performance stock grants or restricted or performance stock unit awards, if any, to Executive by SunTrust shall immediately expire and Executive’s right to such stock or stock units shall be non-forfeitable notwithstanding the terms of any plan or agreement under which such grants or awards were made.
Restricted Stock and Restricted Stock Units. (i) Each Participant granted Restricted Stock must execute and deliver to the Company an Award Agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to the Restricted Stock. If the Board determines that the Company will hold the Restricted Stock or place the Restricted Stock in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Board may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Board, if applicable, and (B) the appropriate blank stock power with respect to the Restricted Stock covered by the agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock power, the Award will be null and void. Subject to the restrictions set forth in the Award, the Participant generally will have the rights and privileges of a shareholder as to the Restricted Stock, including the right to vote the Restricted Stock (if the Restricted Stock has voting rights) and the right to receive dividends.
(ii) The terms and conditions of a grant of Restricted Stock Units will be reflected in an Award Agreement. No shares of Common Stock will be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside funds for the payment of any such Award. A Participant will have no voting rights with respect to any Restricted Stock Units granted under this Plan. The Board may also grant Restricted Stock Units with a deferral feature, whereby settlement is deferred beyond the vesting date until the occurrence of a future payment date or event set forth in an Award Agreement (“Deferred Stock Units”). At the discretion of the Board, each Restricted Stock Unit or Deferred Stock Unit (representing one share of Common Stock) may be credited with an amount equal to the cash and stock dividends paid by the Company in respect of one share of Common Stock (“Dividend Equivalents”). Dividend Equivalents will be paid currently (and in no case later than the end of the calendar year in which the dividend is paid to the holders of the Common Stock or, if later, the 15th day of the third month following the date the dividend is paid to holders of the Common Stock).
Restricted Stock and Restricted Stock Units. The maximum aggregate number of shares of Stock subject to Restricted Stock and Restricted Stock Units granted to any one Participant in any one calendar year shall be 500,000 shares, determined as of the date of grant.
Restricted Stock and Restricted Stock Units. Subject to the terms of the Plan, Restricted Stock and Restricted Stock Units may be awarded or sold to participants under such terms and conditions as shall be established by the Committee. Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee determines, including, without limitation, any of the following:
(a) a prohibition against sale, assignment, transfer, pledge, hypothecation or other encumbrance for a specified period; or
(b) a requirement that the holder forfeit (or in the case of shares or units sold to the participant resell to Motorola at cost) such shares or units in the event of termination of employment during the period of restriction. All restrictions shall expire at such times as the Committee shall specify.
Restricted Stock and Restricted Stock Units. All unvested restricted stock and/or restricted stock units held by the Executive as of the Date of Termination shall automatically vest (and be settled in the case of restricted stock units) as of the Date of Termination. In the case of restricted stock and restricted stock units having performance-based vesting conditions, such automatic vesting shall be calculated based on one hundred percent (100%) satisfaction of all performance goals. All such vested and settled shares shall be delivered to the Executive free of restrictions, subject to applicable tax withholding.
Restricted Stock and Restricted Stock Units. The Committee may grant Awards of Restricted Stock and Restricted Stock Units. Each Award of Restricted Stock or Restricted Stock Units under this Plan shall be evidenced by an agreement in such form as the Committee shall prescribe, from time to time, in accordance with this Plan and shall comply with the applicable terms and conditions of this section and this Plan and with such other terms and conditions as the Committee, in its sole discretion, shall establish.
(a) The Committee shall determine the number of Common Shares to be issued to a Participant pursuant to the Award of Restricted Stock or Restricted Stock Units, and the extent, if any, to which they shall be issued in exchange for cash, other consideration or both.
(b) Until the expiration of such period as the Committee shall determine from the date on which the Award is granted and subject to such other terms and conditions as the Committee, in its sole discretion, shall establish (the “Restricted Period”), a Participant to whom an Award of Restricted Stock is made shall be issued, but shall not be entitled to the delivery of, a stock certificate or other evidence of ownership representing the Common Shares subject to such Award. The standard vesting schedule applicable to Awards of Restricted Stock and Restricted Stock Units shall provide for vesting of such Awards, in one or more increments, over a service period of not less than three (3) years; provided, however, that this limitation shall not (i) apply to Awards granted to non-employee directors of the Board that are received pursuant to the Company’s compensation program applicable to non-employee directors of the Board, (ii) apply to Awards for Restricted Stock or Restricted Stock Units under this Section 8 together with Full-Value Awards under Section 10 hereof for up to an aggregate of 10% of the maximum number of Common Shares that may be issued under this Plan or (iii) adversely affect a Participant’s rights under another plan or agreement with the Company.
(c) Unless otherwise determined by the Committee, in its sole discretion, a Participant to whom an Award of Restricted Stock has been made (and any Person succeeding to such Participant’s rights pursuant to this Plan) shall have, after issuance of a certificate for the number of Common Shares awarded (or after the Participant’s ownership of such Common Shares shall have been entered into the books of the registrar in the case of uncertificated shares) and prior to the expiration ...
Restricted Stock and Restricted Stock Units. Subject to the provisions of the 2008 Plan, the Committee will be permitted to grant shares of restricted stock and RSUs. Restricted stock and RSUs will not be permitted to be sold, assigned, transferred, pledged or otherwise encumbered except as provided in the 2008 Plan or the applicable award agreement, except that the Committee may determine that restricted stock and RSUs will be permitted to be transferred by the participant. An RSU will be granted with respect to one share of common stock or have a value equal to the fair market value of one such share. Upon the lapse of restrictions applicable to an RSU, the RSU will be paid either in cash, shares of the Company’s common stock, other securities, other awards or other property, as determined by the Committee, or in accordance with the applicable award agreement. In connection with each grant of restricted stock, except as provided in the applicable award agreement, the holder will not be entitled to the rights of a stockholder (including the right to vote and receive dividends) in respect of such restricted stock. The Committee will be permitted to, on such terms and conditions as it may determine, provide a participant who holds RSUs with dividend equivalents, payable in either cash, shares of the Company’s common stock, other securities, other awards or other property.
Restricted Stock and Restricted Stock Units. The Agere Committee shall cause each Award that consists of restricted shares of Lucent Common Stock or restricted stock units relating to shares of Lucent Common Stock that is outstanding as of the Distribution Date and is held by a Transferred Individual to be adjusted, effective as of the Distribution Date, by substitution of a new Award under an Agere Stock Award Plan consisting of a number of restricted shares of Agere Common Stock and/or restricted stock units relating to shares of Agere Common Stock equal to the number of restricted shares or restricted stock units of Lucent Common Stock constituting such Award as of the Distribution Date multiplied by the Ratio, with fractional shares rounded down. Each such adjusted Award shall otherwise have the same terms and conditions as were applicable to the corresponding Lucent Award as of the Distribution Date, except that references to Lucent and its Affiliates shall be amended to refer to Agere and its Affiliates and dividend equivalent payments, if any, shall be payable after the Distribution Date with reference to dividends on Agere Common Stock. In the event of a Change in Control, the adjustments and substitution provided for herein shall be made as of the Offering Date with respect to the Awards outstanding on the day before the Change in Control and held by Agere Individuals, based on the Ratio.
Restricted Stock and Restricted Stock Units. Restricted Stock and Restricted Stock Units may be awarded or sold to participants under such terms and conditions as shall be established by the Committee. Restricted Stock provides participants the rights to receive shares after vesting in accordance with the terms of such grant upon the attainment of certain conditions specified by the Committee. Restricted Stock Units provide participants the right to receive shares at a future date after vesting in accordance with the terms of such grant upon the attainment of certain conditions specified by the Committee. Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee determines, including, without limitation, any of the following:
(a) a prohibition against sale, assignment, transfer, pledge, hypothecation or other encumbrance for a specified period;
(b) a requirement that the holder forfeit (or in the case of shares or units sold to the participant, resell to Motorola at cost) such shares or units in the event of termination of employment during the period of restriction; or
(c) the attainment of performance goals including without limitation those described in section 14 hereof. All restrictions shall expire at such times as the Committee shall specify. In the Committee’s discretion, participants may be entitled to dividends or dividend equivalents on awards of Restricted Stock or Restricted Stock Units.
Restricted Stock and Restricted Stock Units. As determined by the Committee (as that term is defined in the AT&T 1997 Long Term Incentive Program) pursuant to its authority under any of the AT&T Long Term Incentive Plans, each restricted share of AT&T Common Stock or restricted stock unit relating to shares of AT&T Common Stock that is outstanding under any AT&T Long Term Incentive Plan as of the Wireless Dividend Date shall be adjusted so that each AT&T Employee who is the holder of an AT&T restricted share or restricted stock unit will receive, immediately prior to the Wireless Dividend Date, an adjusted number of AT&T restricted shares or restricted stock units under the applicable AT&T Long Term Incentive Plan whereby the resulting number of AT&T restricted shares or restricted stock units shall be determined by multiplying the number of AT&T restricted shares or restricted stock units held by each AT&T Employee immediately before the Wireless Dividend Date by the quotient of the AT&T Closing Stock Value divided by the AT&T Opening Stock Value. Each Transferred Individual who is the holder of an AT&T restricted share or restricted stock unit will receive, immediately prior to the Wireless Dividend Date and in the case of AT&T Transferees, immediately prior to the termination of their employment with AT&T pursuant to the terms of Section 2.8 hereof,, exchange for each such AT&T restricted share or restricted stock unit, Wireless Services restricted shares or restricted stock units under the Wireless Services Adjustment Plan whereby the resulting number of Wireless Services restricted shares or restricted stock units shall be determined by multiplying the number of AT&T restricted shares or restricted stock units held by each Transferred Individual immediately before the Wireless Dividend Date by the quotient of the AT&T Closing Stock Value divided by the Wireless Opening Stock Value. Each Transferred Individual will continue to vest in his or her Wireless Services Award under the Wireless Services Adjustment Plan during his or her employment with Wireless Services or a Wireless Services Entity. Each AT&T Employee shall continue to vest in his or her AT&T Award under the AT&T Long Term Incentive Plan during his or her employment with AT&T and its Affiliates and shall continue to be subject to the same terms and conditions which applied to the original award. Each Wireless Services Award shall have the same terms and conditions as were applicable to the corresponding AT&T Award as of the close of th...
