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 Units. Each Unit represents a hypothetical share of the Company's Common Stock (the "Shares"), and each Unit will at all times be equal in value to one Share. The Units will be credited to the Participant in an account established for the Participant and maintained by the Company's stock transfer department. If and when Units vest as provided below, Shares in an amount equal to the number of vested Units will automatically be issued to the Participant and will be evidenced by a stock certificate or a book entry account maintained by the Company’s stock transfer department for the Common Stock.
Restricted Stock Units. (i) (A) Each Company RSU Award granted prior to April 1, 2014, and (B) each Company RSU Award granted to a non-employee member of the Board of Directors of the Company, in each case, that is outstanding as of the Effective Time shall be cancelled and, in exchange therefor, each holder of such Company RSU Award shall receive from Parent or the Surviving Company within three Business Days following the Closing Date, the Merger Consideration in respect of each share of Company Common Stock covered by such Company RSU Award immediately prior to the Effective Time, provided that any fractional shares that would otherwise be issuable pursuant to this Section 1.8(a)(i) shall be converted into cash in accordance with Section 2.5. Applicable Tax withholdings with respect to the consideration payable pursuant to this Section 1.8(a)(i) first shall reduce the number of shares of Parent Common Stock payable pursuant to this Section 1.8(a)(i), with the value of such shares equal to the closing price of a share of Parent Common Stock on the Closing Date.
(ii) Each Company RSU Award granted on or after April 1, 2014 (other than any Company RSU Award granted to a non-employee member of the Board of Directors of the Company) that is outstanding immediately prior to the Effective Time shall be assumed and converted automatically into a restricted stock unit award with respect to a number of shares of Parent Common Stock (each, an “Adjusted RSU Award”) equal to the product obtained by multiplying (A) the total number of shares of Company Common Stock subject to the Company RSU Award immediately prior to the Effective Time by (B) the Equity Award Exchange Ratio, provided, that any fractional shares shall be rounded up to the nearest whole number. Each Adjusted RSU Award shall otherwise be subject to the same terms and conditions applicable to the Company RSU Award under the Company Stock Plan and the agreements evidencing grants thereunder, including vesting and settlement, provided, that, with respect to any Company RSU Award that is subject to performance-vesting conditions, (I) for purposes of determining the number of shares of Company Common Stock subject to the Company RSU Award immediately prior to the Effective Time, performance shall be based on actual performance through the latest practicable date prior to the Effective Time (or, if earlier, through the end of the applicable performance period), with such performance determined in good faith by the compensation comm...
Restricted Stock Units. The Company may grant to Executive restricted stock units (“RSUs”) pursuant to the Incentive Plan. All RSUs are subject to and conditioned on approval of the grant and its terms by the Company’s Board of Directors (the “Board”). All RSUs shall be subject to the terms and conditions of the Incentive Plan and a RSU grant notice and grant agreement in a form prescribed by the Company, which Executive must sign as a condition to receiving the RSUs.
Restricted Stock Units. Pursuant to the Plan, the Company hereby grants to you, and you hereby accept from the Company, stock units, each of which is a bookkeeping entry representing the equivalent in value of one (1) Share (the “Restricted Stock Units”), on the terms and conditions set forth herein and in the Plan.
Restricted Stock Units. By acceptance of this Restricted Stock Unit award, Employee agrees with respect thereto as follows:
Restricted Stock Units. The Company hereby issues to the Participant, as of the Grant Date, [•] restricted stock units (the “RSUs”), subject to such vesting, transfer and other restrictions and conditions as set forth in this Agreement (the “Award”). Each RSU represents the right to receive one Share, subject to the terms and conditions set forth in this Agreement and the Plan.
Restricted Stock Units. If your Award includes Restricted Stock Units, any then unvested Restricted Stock Units will be forfeited.
Restricted Stock Units. Each RSU represents a right to receive one Share subject to the terms and conditions of the Plan and this Award Agreement.
Restricted Stock Units. Employee shall also be entitled to a grant of 50,000 unvested restricted stock units (“RSUs”) on or about each of January 1, 2006, June 30, 2006 and June 30, 2007 (each of the three discrete grants of 50,000 RSUs will be referred to herein as the “First RSUs”, “Second RSUs” and “Third RSUs”, respectively). Each grant of RSUs will be subject to Employee’s continued employment as Chief Executive Officer and also subject to the terms and conditions of a RSU Agreement approved by the Compensation Committee. Such RSU Agreement will be substantially similar (i.e., no material changes to the terms thereof) to the agreement attached as Exhibit D hereto. In the event the Compensation Committee does not approve such RSU Agreement, Employee shall be paid equivalent compensation in an amount equal to what Employee would have received if it had been approved. If Employee remains employed as Chief Executive Officer through the Term then all 150,000 RSUs shall vest on May 31, 2008. If a Change in Control (as defined herein) occurs during Employee’s employment and prior to the end of the Term, any RSUs not as yet granted shall be granted as of the effective date of the Change in Control and all 150,000 RSUs shall also then be fully vested. Any vested RSUs shall entitle Employee to a lump sum cash payment as soon as practicable (but not more than 45 days) after the vesting date with such cash amount equal to the number of vested RSUs multiplied by the fair market value of a share of the Company’s common stock (as defined in the RSU Agreement) as of the vesting date. Subject to Section 6.1, all unvested RSUs will be canceled without consideration upon Employee’s termination of employment and all vested RSUs (including but not limited to any RSUs that vest as a result of Section 6.1) shall also be canceled upon payment of the requisite cash amount to Employee. The numbers of RSUs referenced above shall be subject to appropriate adjustments by the Company in the event of a Company stock split, reverse stock split, recapitalization, stock dividend, combination or exchange of shares, or similar transaction affecting the Company’s capital structure.
