Restricted Stock Rights Sample Clauses

Restricted Stock Rights. All restrictions with respect to restricted stock rights ("RSRs") shall lapse upon a change in Control, and all outstanding RSRs of the Executive shall be immediately settled by a cash payment.
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Restricted Stock Rights. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder of any Common Shares or Restricted Stock Rights, each Restricted Stock Right outstanding immediately prior to the Effective Time (whether vested or unvested) that (i) was granted on or after June 1, 2014, or that per its terms provides for “double-trigger” vesting (a “Rollover Restricted Stock Right”) shall be converted into a number of restricted stock units or restricted shares, as applicable, denominated in Parent Topco Shares (a “Parent Topco Restricted Stock Right”), equal to the product (rounded down to the nearest whole number) of (x) the number of Common Shares subject to such Rollover Restricted Stock Right immediately prior to the Effective Time multiplied by (y) the Equity Award Conversion Ratio; and except as specifically provided above, each such Parent Topco Restricted Stock Right shall continue to be governed by the same terms and conditions (including regular and “double-trigger” change in control vesting terms) as were applicable to the applicable Rollover Restricted Stock Right immediately prior to the Effective Time and (ii) is not a Rollover Restricted Stock Right, shall be fully vested and shall be canceled and converted into the right to receive an amount in cash (without interest and less any applicable Taxes required to be withheld in accordance with Section 4.2(e) with respect to such payment) determined by multiplying (A) the Merger Consideration by (B) the number of Common Shares subject to such Restricted Stock Right.
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Restricted Stock Rights. Because it is anticipated that Employee will be required to forfeit certain benefits from his previous employer, Employee shall be entitled to receive a grant of 16,000 Restricted Stock Rights (the “RSR Award”) effective on date of hire. The RSR Award shall vest and no longer be subject to forfeiture in four equal annual installments beginning one year after the date of grant with unvested portions of the RSR Award subject to forfeiture upon termination of Employee’s employment. Notwithstanding the foregoing, the unvested portion of the RSR Award shall become 100% vested upon termination of Employee’s employment by Safeco without Cause (as defined below) or by Employee for any reason, each within the timeframe set forth in Section 6.1, or by reason of Employee’s death or disability, or upon a Change in Control (as defined in the Change in Control Severance Agreement referred to in Section 6.5). The RSR Award shall be granted under and otherwise subject to all the terms and conditions of the Safeco Long-term Incentive Plan of 1997, as amended, and the agreement evidencing the award.
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Restricted Stock Rights. The Executive acknowledges and agrees that, as a consequence of his retirement on the Retirement Date, any unvested rights he may have under any restricted stock right award (an "RSR") granted under the SAFECO Incentive Plan of 1987 (the "1987 PLAN") or the SAFECO Long-Term Incentive Plan of 1997 (the "1997 PLAN") shall expire as of such date, and that he shall not be entitled to any payment in respect of any RSR that remains unvested as of such date.
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Restricted Stock Rights. Each Restricted Stock Right represents the Company’s unsecured obligation to issue one share of the Company’s common stock (“Common Stock”), subject to adjustment as provided in the attached Terms and Conditions and Exhibit 1 hereto.
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Restricted Stock Rights. Because it is anticipated that Employee will be required to forfeit $560,000 in estimated value of long-term cash bonuses and $697,000 in stock option value from his previous employer, Employee shall be entitled to receive a grant of $1,150,000 in value of Restricted Stock Rights (the "RSR Award") effective on January 26, 2001. The RSR Award shall be subject to forfeiture upon termination of Employee's employment; provided that the Restricted Stock Award shall vest and no longer be subject to forfeiture in four equal annual installments beginning one year after the date of grant; and provided, further, that the unvested portion of the Restricted Stock Award shall become 100% vested upon termination of Employee's employment by the Company without Cause (as defined below), by reason of Employee's death or disability, or upon a Change in Control (as defined below). The RSR Award shall be granted under and otherwise subject to all the terms and conditions of the 1997 Plan and the agreement evidencing the award. Employee shall be entitled to participate in the Company's ongoing Restricted Stock Rights program on the same basis as other executives. Additional Restricted Stock Right awards to Employee, if any, will be made in the sole discretion of the Committee; provided that management shall recommend to the Committee that Employee receive a Restricted Stock Right award for 2001 with a grant value of $425,000 at the Committee's February 2001 meeting, and that, if the Company terminates Employee's employment within three years of the Effective Date for any reason other than Cause (as defined below), then the vesting of such award shall be accelerated such that Employee's vested stake is two times his vested stake on the date of such termination, but no more than 100%.
Sample 1
Restricted Stock Rights. On January 2, 2000, as consideration for the purchase by Employee of 568,239 restricted shares of the Company's Common Stock (the "Stock"), Employee gave the Company a Promissory Note in the original principal amount of $457,496.86 (the "Stock Note") and, pursuant to a certain "Security Agreement" dated December 28, 1998, pledged the Stock as security for the repayment of amounts due under the Stock Note. By its terms, the Stock Note evidences an obligation of Employee that is non-recourse as to principal, but carries an interest payment that constitutes a personal obligation of Employee currently equal to $139,944.00. All indebtedness evidenced by the Stock Note is due in full on December 29, 2003 (the "Maturity Date"). Under the terms of that certain "Restricted Stock Purchase Agreement" between the Company and Employee dated December 28, 1998, Employee has the right, exercisable by not later than sixty (60) days after the Separation Date to cause the Company to purchase the Stock at Employee's original purchase price (such right, the "Put Right"). As of the date hereof, however, Employee believes he is not in a position to exercise his Put Right in a timely fashion. Therefore, the Company hereby agrees to extend both the Maturity Date of the Stock Note and Employee's deadline for exercising the Put Right to September 20, 2004. The Company will include the Stock in the registration statement that includes the holders of convertible debentures issued by the company in May, June and September 2003. The Company expects that statement to be filed by December 31, 2003. In the event Employee shall exercise his Put Right on or before September 20, 2004 as provided herein, the Company shall accept receipt of the Stock in cancellation of the Stock Note principal, and will forgive and discharge Employee of his personal obligation for the payment of accrued interest. Such forgiveness of debt shall be treated as such by the Company and Employee shall be issued an IRS Form 1099 reflecting the debt cancellation for year in which the discharge takes place. With respect to this subsection (b), Employee acknowledges and agrees that: (i) provided that the Company complies with the provisions of this subsection, Employee shall be responsible for any tax that may be imposed on him by any taxing authority on account of the Company's forgiveness of accrued interest; (ii) the restrictive legend shall remain on Employee's Stock certificate and shall apply to each share of Stock...
Sample 1
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Restricted Stock Rights. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder of any Common Shares or Restricted Stock Rights, each Restricted Stock Right (whether vested or unvested) shall be fully vested; provided, however, that each Restricted Stock Right granted during calendar year 2013 pursuant to a new award made in calendar year 2013 (a “2013 Restricted Stock Right”) shall be vested to the extent provided in the award agreement applicable to such 2013 Restricted Stock Right, and shall be canceled, with the holder of each such Restricted Stock Right becoming entitled to receive an amount in cash (without interest and less any applicable Taxes required to be withheld in accordance with Section 4.2(e) with respect to such payment) equal to the product of (A) the Merger Consideration multiplied by (B) (i) the number of Common Shares subject to each such Restricted Stock Right that is not a 2013 Restricted Stock Right held by such holder immediately prior to the Effective Time or (ii) the number of Common Shares subject to the vested portion of each 2013 Restricted Stock Right held by such holder immediately prior to the Effective time, as applicable.
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Restricted Stock Rights 
Sample 1

Related to Restricted Stock Rights

  • Restricted Stock Units Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

  • Restricted Stock Awards Each Encompass Restricted Stock Award that is outstanding as of immediately prior to the Effective Time shall be treated as follows: (i) If the holder is an Encompass Group Employee, such award shall be converted, as of the Effective Time, into a Post-Separation Encompass Restricted Stock Award, and shall, except as otherwise provided in this Section 4.02, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Encompass Restricted Stock Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time, the number of Encompass Shares subject to such Post-Separation Encompass Restricted Stock Award shall be equal to the sum of all the Encompass Shares subject to all tranches of the Award where the number of Encompass Shares subject to each tranche is equal to the product, rounded up to the nearest whole number of shares for each such tranche, obtained by multiplying (A) the number of Encompass Shares subject to such tranche of the corresponding Encompass Restricted Stock Award immediately prior to the Effective Time, by (B) the Encompass Ratio. (ii) If the holder is an Enhabit Group Employee, such award shall be converted, as of the Effective Time, into an Enhabit Restricted Stock Award, and shall, except as otherwise provided in this Section 4.02, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Encompass Restricted Stock Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time, the number of Enhabit Shares subject to such Enhabit Restricted Stock Award shall be equal to the sum of all the Enhabit Shares subject to all tranches of the Award where the number of Enhabit Shares subject to each tranche is equal to the product, rounded up to the nearest whole number of shares for each such tranche, obtained by multiplying (A) the number of Encompass Shares subject to such tranche of the corresponding Encompass Restricted Stock Award immediately prior to the Effective Time, by (B) the Enhabit Ratio.

  • Restricted Stock Award Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Participant Shares (the “Restricted Shares”), which shall vest and become nonforfeitable in accordance with Section 3 hereof.

  • Restricted Stock Shares of restricted stock granted to the Executive by the Company which have not become vested as of the date of termination of the Executive’s employment, as provided in Section 7(b), shall immediately become vested on a pro rata basis upon the Release becoming irrevocable. The number of such additional shares of restricted stock that shall become vested as of the date of the Executive’s termination of employment shall be that number of additional shares that would have become vested through the date of such termination of employment at the rate(s) determined under the vesting schedule applicable to such shares had such vesting schedule provided for the accrual of vesting on a daily basis (based on a 365-day year). The pro rata amount of shares vesting through the date of non-renewal shall be calculated by multiplying the number of unvested shares scheduled to vest in each respective vesting year by the ratio of the number of days from the date of grant through the date of non-renewal, and the number of days from the date of grant through the original vesting date of the respective vesting tranche. Any shares of restricted stock remaining unvested after such pro rata acceleration of vesting shall automatically be reacquired by the Company in accordance with the provisions of the applicable restricted stock agreement, and the Executive shall have no further rights in such unvested portion of the restricted stock. In addition, the Company shall waive any reacquisition or repayment rights for dividends paid on restricted stock prior to Executive’s termination of employment.

  • Restricted Stock Grant As a member of Employer’s senior management team, Employee will be eligible for annual Restricted Stock Grants pursuant to Anaren’s 2004 Comprehensive Long Term Incentive Plan, as amended (“2004 Plan”) equal in value to 16% of his Base Salary for the respective year. Restrictive Stock Grants will be made annually at the same time other Restricted Stock Grants are made by Anaren to its senior management team, provided Employee is employed with Employer on that date. All Restricted Stock grants issued pursuant to this provision will be subject to the terms of the 2004 Plan, including, but not limited to, a thirty-six (36) month forfeiture provision. Notwithstanding anything to the contrary, in the event Employee concludes employment on or after the expiration of the Period of Employment, Employee shall be entitled if the forfeiture period has not otherwise lapsed only to a pro-rata portion of each unvested Restricted Stock Grant based on the number of months employed by Employer from the date of grant to the expiration of the Period of Employment. In the way of example, if Employee has been employed for 9 months of the 36 month forfeiture period at the end of his Period of Employment, he will receive 25% of the Restricted Shares granted. If Employee remains employed by Employer on a full time basis (30 hours or more per week) after the Period of Employment as an at-will employee, all previously issued restricted stock shall continue to vest in accordance with the terms of the 2004 Plan.

  • Stock Rights In the event of a Change in Control, all restricted Company stock and all options, stock appreciation rights, and/or other stock rights held by Executive with respect to Company stock that are exempt from Section 409A (“Stock Rights”) which are not fully vested (and exercisable, if applicable) shall become fully vested and exercisable as of a time established by the Board, which shall be no later than a time preceding the Change in Control which allows Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the Change in Control transaction. If the Change in Control transaction is structured so that stock participating therein at one time is or may be treated differently from stock participating therein at a different time (e.g., a tender offer followed by a squeeze-out merger), the Board shall interpret this Subsection (d) to provide for the required vesting acceleration in a manner designed to allow Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the earliest portion of the Change in Control transaction. If the consummation of a Change in Control transaction is uncertain (e.g., a tender offer in which the tender of a minimum number of shares is a condition to closing, or a voted merger or proxy contest in which a minimum number of votes is a condition to closing), the Board shall apply this Subsection (d) by using its best efforts to determine if and when the Change in Control transaction is likely to close, and proceeding accordingly. To the extent necessary to implement this Subsection d), each agreement reflecting a Stock Right, and each plan, if any, pursuant to which a Stock Right is issued, if any, shall be deemed amended.

  • Restricted Stock Unit Award The Grantee is hereby granted NUMBER OF SHARES restricted stock units (the "Restricted Stock Units"). Each Restricted Stock Unit represents the right to receive one share of the Company's Common Stock, $.001 par value (the "Stock"), subject to the terms and conditions of this Agreement and the Plan.

  • Grant of Restricted Stock Units The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the date that unit vests in accordance with the express provisions of this Agreement. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the dates on which those vested shares shall become issuable to Participant and the remaining terms and conditions governing the award (the “Award”) shall be as set forth in this Agreement.

  • Award of Restricted Stock Units The Company, effective as of the date of this Agreement, hereby grants to Participant an award of Restricted Stock Units, each Restricted Stock Unit representing the right to receive one share of Common Stock on such date as set forth herein, plus an additional amount pursuant to Section 2(b) hereof, subject to the terms and conditions set forth in this Agreement.

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

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