Restricted Stock Plan. During the Term, Executive will be eligible to participate in the Triumph Bancorp, Inc. Restricted Stock Plan (the “Plan”) and will be awarded restricted stock shares pursuant to the terms of such Plan. Although participation in the Plan is governed in accordance with the terms of the Plan and any agreement awarding participating shares under the Plan, attached as Schedule A to this Agreement is a pro forma Plan participation outline.
Restricted Stock Plan. During the Term, the Executive shall be entitled to participate in the equity plan (the "Restricted Stock Plan") of Parent pursuant to which, on the Effective Date, the Executive shall receive a number of shares of common stock of Parent equal to 1.2500% of the number of shares of common stock of Parent outstanding on the Effective Date, excluding shares issued under the Restricted Stock Plan. Restricted Stock shall vest as to 25% of the shares granted on the Effective Date and each of the first three anniversaries of the Effective Date, but only to the extent the Executive remains continuously employed by the Company through the applicable vesting date.
Restricted Stock Plan. Immediately prior to the Consummation Date, the Company shall issue 640,000 shares of New Preferred Stock to Company personnel designated by the Company's Chief Executive Officer under the plan attached to this Agreement as Annex E (the "Restricted Stock Plan"); provided, however, the Company shall have the right to issue instead of such shares options exercisable for New Preferred Stock. As soon as practicable after the Consummation Date or the effective date of the Plan, as the case may be, the Company shall file a registration statement on Form S-8 promulgated by the SEC under the Securities Act (or any successor or other appropriate form) with respect to the New Preferred Stock (or shares subject to such options, as the case may be) and shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such New Preferred Stock or options remain outstanding. With respect to those individuals who will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, the Company shall administer the Restricted Stock Plan in a manner that complies with Rule 16b-3 promulgated under the Exchange Act.
Restricted Stock Plan. Restricted stock awarded under the Corporation Stock Option Plans ("Corporation Restricted Stock") and restricted stock received as a result of the Distribution ("IMS Health Restricted Stock") shall be treated as follows:
Restricted Stock Plan. New D&B Common Shares received in the Distribution as a dividend on Corporation Restricted Stock ("Dividended Restricted Stock") shall be subject to the same restrictions as the Corporation Restricted Stock. In addition, both the Corporation Restricted Stock and the Dividended Restricted Stock shall be treated as follows:
Restricted Stock Plan. Prior to the Closing, the board of directors of the Buyer shall (i) adopt the Restricted Stock Plan and (ii) grant, pursuant to the Restricted Stock Plan and subject to the Closing having occurred, restricted shares of Buyer Common Stock to the individuals (subject to such individuals having agreed to become, and having become, employees of the Buyer) and in the amounts set forth on Schedule 5.2(d). Notwithstanding the foregoing, the Buyer shall have no obligation pursuant to this Section 5.2(d) if the payments of the amounts set forth on Schedule 5.2(d) have not been approved by the stockholders of the Company in the manner provided for under Section 280G(b)(5)(B) of the Code and applicable regulations; provided, however, that the Buyer in its sole and absolute discretion may make any such payments even if such approval has not been obtained.
Restricted Stock Plan. 13 5.05 No Solicitations............................................................ 13 5.06 Expenses ................................................................... 14 5.07
Restricted Stock Plan. The Grantee hereby agrees and acknowledges that the Restricted Stock and this Agreement shall be subject to the Plan, which is incorporated into this Agreement by reference in its entirety. To the extent the terms under this Agreement conflict with the terms of the Plan, the terms of the Plan shall control.
Restricted Stock Plan. CoBancorp has adopted and maintains the Restricted Stock Plan ("Restricted Stock Plan") for three executive officers. CoBancorp represents that as of the date of this Agreement it has issued a total of 4,500 shares of CoBancorp Common Stock under such Restricted Stock Plan, that it will not amend or make any changes to the terms or conditions of such Plan, nor will it grant any additional shares or rights under such Plan. Prior to the Effective Time, the Board of Directors of CoBancorp shall by resolution cause the immediate vesting of all outstanding shares of restricted stock under the Plan.
Restricted Stock Plan. Waivers in connection with The Factory Stores of America, Inc. 1996 Restricted Stock Plan (the "Restricted Stock Plan") and any award agreements thereunder shall have been entered into to the extent necessary to provide (i) that the transactions contemplated by the Transaction Documents will not trigger, directly or indirectly, the acceleration of vesting of any restricted stock granted under the Restricted Stock Plan; and (ii) that the transactions contemplated by the Transaction Documents will not be taken into account in determining whether any subsequent transaction or event will trigger any such acceleration of vesting.
