Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions: (i) Subject to clauses (iii), (iv), (v) and (vi) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished). (ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock. (iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee. (v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee. (vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Retail Opportunity Investments Corp), Restricted Stock Award Agreement (Retail Opportunity Investments Corp)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested, on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to whole Shares. Subject to the provisions of restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, during Inc. 2019 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of Dine Brands Global, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Dine Brands Global, Inc.), Restricted Stock Award Agreement (Dine Brands Global, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) a. Subject to clauses (iiic) through [(f), (iv), (v) and (vi] [g]) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof Effective Date and lapse[, if and as employment [employment] [service] continues, in equal installments ] on the first three anniversaries of the date hereof. following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) b. Except as provided in the foregoing clause (ia), below in this clause (iib) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Grantee shall be entitled to receive any cash dividendsdividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) c. Subject to clauses clause (iv), (v) and (vie) below, upon if the Grantee’s Grantee has a Termination of Service by the Company or and its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20his or her death, 2009) Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
(iv) In the event d. If the Grantee has a Termination of Service on account of death, or Disability or on account of Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the GranteeStock.
(v) In e. If there occurs during the event Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee has a Termination of Service (other than experiences a Termination of Service by the Company Resulting Entity and its Subsidiaries voluntarily for Causegood reason, as defined by the Committee, during the twenty-four (24) within 12 months following a the Change of Control during the Restriction PeriodControl, then the Restriction Period will immediately lapse on all Restricted Stock granted on the date of the Termination of Service. If an event described in clause (d) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the Grantee.
(vi) Termination Change of Service as an employee shall not be treated as a termination of employment for Control. For purposes of this Paragraph 2 Agreement, the “Resulting Entity” in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
f. Grantee shall forfeit such Shares of Restricted Stock as are required to be forfeited under (a) Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
g. [for use where the Grantee has an Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee continues without interruption is a party to serve thereafter as an officer or director of effective employment agreement with the Company or in from time to time, then the Restriction Period shall also end if and as may be otherwise required by such other capacity as determined by employment agreement; and nothing herein shall limit any rights the Committee (or if no Committee is appointed, the Board), and the termination of Grantee may otherwise have under such successor service shall be treated as the applicable terminationemployment agreement.]
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Two Harbors Investment Corp.), Restricted Stock Award Agreement (Two Harbors Investment Corp.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iiiii), (iv), (viii) and (viiv) below, the period of restriction with respect to Shares granted hereunder (the “"Restriction Period”") shall begin on the date hereof and lapse, if and as employment continuessolely to the extent the Grantee has not had a Termination of Service, in equal installments on the first three anniversaries of the date hereof. following schedule: [], 20[] [] [], 20[] [] [], 20[] [] For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted StockStock (whether or not vested), all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses clause (iv), (v) and (vi) below, upon the Grantee’s 's Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Shares.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Compensation Committee (or if no Compensation Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Ready Capital Corp), Restricted Stock Award Agreement (Sutherland Asset Management Corp)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant's continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested, on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to whole Shares. Subject to the provisions of restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant's name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company's principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, during Inc. 2011 Stock Incentive Plan, as amended, and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of DineEquity, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany's right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (DineEquity, Inc), Restricted Stock Award Agreement (DineEquity, Inc)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continuessolely to the extent the Grantee has not had a Termination of Service, in equal installments on the first three anniversaries of the date hereof. following schedule: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted StockStock (whether or not vested), all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Notwithstanding the foregoing, the Grantee shall only receive the cash dividends paid on a Share during the Restriction Period with respect to such Share at the time the applicable Restriction Period lapses (if any) on a cumulative basis. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) his or her death or Disability during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service on account of death or Disability or on account of Termination of Service by the Company for any reason other than for Cause during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Provident Mortgage Capital Associates, Inc.)
Restrictions and Conditions. The Restricted Stock RSUs awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions terms and conditions:conditions set forth in this Paragraph 2.
(ia) Subject to clauses (iii), (iv), (vb) and (vic) below, the period of restriction with respect to Shares RSUs granted hereunder (shall vest, solely to the “Restriction Period”) shall begin on extent the date hereof and lapse, if and as employment continuesGrantee has not had a Termination of Service[, in equal installments on the first three business day of each of the first [three] anniversaries of the date hereof. For purposes of , beginning on , with the Plan and this Agreement, Shares with respect final vesting date to which occur on ] (the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the “Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished”).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iiib) Subject to clauses clause (iv), (v) and (vic) below, upon the Grantee’s Termination of Service by the Company or and its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20his or her death or Disability, 2009) during the Restriction Period, then (A) all Shares RSUs still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited RSUs as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited RSUs.
(ivc) [In the event the Grantee has a Termination of Service on account of death, death or Disability or on account of the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause Cause, or by in the Grantee for Good Reason event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock RSUs granted to the GranteeGrantee hereunder.]
(vd) In To the event extent the Grantee has a Termination terms or conditions of Service the Grantee’s employment agreement (other than a Termination of Service by the Company for Causeif any) within 12 months following a Change of Control during the Restriction Periodconflict with clauses (b) and (c) above, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or terms and conditions set forth in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service employment agreement shall be treated as the applicable terminationgovern.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Nordic Realty Trust, Inc.)
Restrictions and Conditions. The (a) Any book entries for the shares of Restricted Stock awarded pursuant granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to this Agreement and the Plan shall be effect that such shares are subject to restrictions as set forth herein and in the following restrictions and conditions:Plan.
(ib) Subject Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to clauses vesting.
(iii)c) If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason prior to vesting of shares of Restricted Stock granted herein, (iv), (v) all shares of Restricted Stock shall immediately and (vi) below, automatically be forfeited and returned to the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vestedCompany. Notwithstanding the foregoing, if the Restriction Period Grantee’s employment with respect to such Shares shall only lapse as to whole Shares. Subject the Company and its Subsidiaries is terminated due to the provisions Grantee’s death or disability prior to the vesting of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares shares of Restricted Stock awarded under granted herein, all restrictions shall lapse and such shares shall automatically become fully vested. The Administrator’s determination of the Plan (reason for termination of the Grantee’s employment shall be conclusive and binding on the Grantee and his or have such Shares attached her representatives or garnished)legatees.
(iid) Except as provided Notwithstanding anything in this Award Agreement to the contrary, (i) in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights case of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason Sale Event (as defined in the employment agreement Plan) prior to any Vesting Date in which this Award is assumed or continued by and between NRDC Acquisition Corp. the successor entity in such Sale Event or substituted with a new award of such successor (in accordance with Section 3(c) of the Plan), this Award Agreement and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination shares of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to herein shall be treated in accordance with Section 3(c) of the Grantee.
(v) In the event the Grantee has Plan; provided, however, that in connection with a Termination of Service (other than a Termination of Service Sale Event in which this Award is assumed or continued by the Company for Causesuccessor entity in such Sale Event or substituted with a new award of such successor (in accordance with Section 3(c) within 12 months following a Change of Control during the Restriction PeriodPlan), the Restriction Period will immediately lapse on all shares of Restricted Stock granted to herein shall be deemed vested in full upon the date on which the Grantee.
’s employment with the Company and its Subsidiaries or the successor entity terminates if such termination occurs on or following the date of such Sale Event and is without Cause (vias defined below) Termination and in connection with a Sale Event in which this Award is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of Service such successor, the shares of Restricted Stock granted herein shall be deemed vested in full as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination effective time of such successor service shall be treated as the applicable terminationSale Event.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Northeast Bancorp /Me/)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement following conditions and the Plan restrictions shall be subject apply to the following restrictions and conditionsRestricted Stock:
(ia) Subject to clauses (iii), (iv), (v) and (vi) belowExcept as otherwise provided in this Agreement, the period of restriction Restricted Stock and any Dividends shall be held by the Corporation until released to the Participant in accordance with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes terms of the Plan and this Agreement. The Restricted Stock and any Dividends shall only be released to Participant following the conclusion of the Measurement Period, Shares with respect and only to the extent the Committee determines, in its sole discretion, that the following performance measures have been met or exceeded:
(i) as set forth on Appendix A (the "Internal Performance Measures"); provided that the Committee, in its sole discretion, may reduce the number of shares of Restricted Stock (including down to zero) which would otherwise be released based upon any other performance factors,
(ii) as set forth in Appendix B (the Restriction Period has lapsed "Index Banks Performance Measures"); provided that the Committee, in its sole discretion, may reduce the number of shares of Restricted Stock (including down to zero) which would otherwise be released based upon any other performance factors, or
(iii) as set forth in Appendix C (the "Return on Equity Performance Measure") provided that the Committee in its sole discretion, may reduce the number of shares of Restricted Stock (including down to zero) which would otherwise be released based upon any other performance factors. In applying the above, the Appendix providing the highest award shall be vested. Notwithstanding used.
(b) The Participant shall not sell, transfer, pledge or assign any portion of the foregoing, the Restriction Period with respect to such Shares shall only lapse Restricted Stock except as to whole Shares. Subject to the provisions of specifically permitted by the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares .
(c) Any certificates evidencing shares of Restricted Stock awarded under issued in the name of the Participant or any evidence of such share ownership entered upon the stock records of the Corporation maintained by its transfer agent shall bear a legend or other appropriate restriction substantially of the following substance: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Compass Bancshares, Inc., 2002 Incentive Compensation Plan (and a Restricted Stock Award Agreement, dated _______________, 2005, entered into between the registered owner and the Corporation. Copies of such Plan and Agreement are on file in the offices of the Corporation, 00 Xxxxx 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000." Certificates evidencing the shares of Restricted Stock shall be held in custody by the Corporation until the shares have been released, and the Participant shall deliver a stock power, endorsed in blank, relating to the Restricted Stock simultaneously with the execution of this Agreement or have such Shares attached or garnished)as requested hereafter.
(iid) Except as provided in If Participant's employment terminates prior to the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect conclusion of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv)Measurement Period, (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20through Normal Retirement or Early Retirement, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, Death or Disability or on account Sale of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction PeriodCorporation), the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable terminationforfeited.
Appears in 1 contract
Samples: Performance Contingent Restricted Stock Award Agreement (Compass Bancshares Inc)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested as to whole Shares. Subject one-fourth (1/4) of the Restricted Shares subject to the provisions Award on each of the first, second, third and fourth anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, during Inc. 2019 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of Dine Brands Global, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Dine Brands Global, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan Awards shall be subject to the following restrictions and conditions:
(i) Subject The purchase price for shares of Restricted Stock may be equal to clauses or less than their par value and may be zero.
(iii), (iv), (vii) and (vi) below, the Awards of Restricted Stock must be accepted within a period of restriction with respect to Shares granted hereunder 60 days (or such shorter periods as the “Restriction Period”Board may specify at grant) after the award date, by executing a Restricted Stock Agreement and paying whatever price (if any) is required under Section 8.2(i). The prospective recipient of a Restricted Stock Award shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period not have any rights with respect to such Shares award, unless and until such recipient has executed an agreement evidencing the award and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the applicable terms and conditions of such award.
(iii) Each Participant receiving a Restricted Stock Award shall only lapse be issued a stock certificate in respect of such shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Orange-co, Inc. 1998 Incentive Equity Plan and an Agreement entered into between the registered owner and Orange-co, Inc. Copies of such Plan and Agreement are on file in the offices of Orange-co, Inc., Bartow, Florida. The Board may require that the stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Stock Award, the participant shall have delivered a stock power, endorsed in blank, relating to whole Shares. the Stock covered by such award.
(iv) Subject to the provisions of the this Plan and this Agreementthe applicable award agreement, during a period set by the Board commencing with the date of such award (the "Restriction Period"), the Grantee Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, assign or otherwise encumber or assign the Shares shares of Restricted Stock awarded under the Plan (Plan. Based on service, performance and/or such other factors or have criteria as the Board may determine, the Board may, however, at or after grant provide for the lapse of such Shares attached restrictions in installments and/or may accelerate or garnished)waive such restrictions in whole or in part.
(iiv) Except as provided in this Section 8.2, unless otherwise determined by the foregoing clause (i), below in this clause (ii) or in Board the Plan, the Grantee recipient shall have, in with respect of to the Shares shares of Restricted StockStock covered by any award, all of the rights of a stockholder of the Company, including the right to vote the Shares shares, and the right to receive any cash dividends. Shares .
(not vi) Except as otherwise provided in this Section 8.2 and in the applicable award agreement, upon termination of a participant's employment with the Company or any Subsidiary or Affiliate for any reason during the Restriction Period for a given award, all shares still subject to restrictionsrestriction shall be forfeited by the participant, provided, however, the Board may provide for waiver of the restrictions in the event of termination of employment due to death, disability or retirement.
(vii) In the event of hardship or other special circumstances of a participant whose employment with the Company or any Subsidiary or Affiliate is involuntarily terminated, the Board may waive in whole or in part any or all remaining restrictions with respect to any or all of the Participant's Restricted Stock, based on such factors and criteria as the Board may deem appropriate.
(viii) If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock subject to such Restriction Period, unrestricted certificates for such shares shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stockparticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested as to whole Shares. Subject one-fourth (1/4) of the Restricted Shares subject to the provisions Award on each of the first, second, third and fourth anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, during Inc. 2011 Stock Incentive Plan, as amended, and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of DineEquity, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested as to whole Shares. Subject one-fifth (1/5) of the Restricted Shares subject to the provisions Award on the first anniversary of the Date of Grant, two-fifth (2/5) of the Restricted Shares subject to the Award on the second anniversary of the Date of Grant, and one-fifth (1/5) of the Restricted Shares subject to the Award on each of the third and fourth anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of Dine Brands Global, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Dine Brands Global, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), clause (iv), (v) and (vi) below, the period of restriction with respect to Shares the shares of Restricted Stock granted hereunder (the “Restriction Period”) shall begin on the date hereof Grant Effective Date and lapse, if and as employment continues, in equal installments lapse on the first three anniversaries following schedule, provided that termination of the Grantee’s [employment/service as director] has not occurred prior to the applicable date hereof. For purposes restrictions lapse: 1 Date Restrictions Lapse Number of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Becoming Vested Cumulative Percentage Vested [ ] [ ] ([25]%) [25]% [ ] [ ] ([25]%) [50]% [ ] [ ] ([25]%) [75]% [ ] [ ] ([25]%) [100]% Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan shares (or have such Shares shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares shares of Restricted Stock and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly afterdividends if, as and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stockwhen paid.
(iii) Subject to clauses clause (iv), (v) and (vi) below, upon termination of the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason ([employment/service as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Perioda director], then all Shares shares of Restricted Stock still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In Notwithstanding any other term or provision of this Agreement, upon (A) termination of the event Grantee’s [employment/service as director] as a result of the Grantee Grantee’s death or disability or (B) a Change of Control (regardless of whether or not a termination of the Grantee’s [employment/service as director] has a Termination of Service on account of deathoccurred), or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the GranteeGrantee that have not previously been forfeited.
(v) In Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another agreement or arrangement with the Company that provides accelerated vesting of the shares of Restricted Stock or all equity awards in general in the event the Grantee has a Termination of Service (other than a Termination certain types of Service by the Company for Cause) within 12 months following employment terminations, a Change of Control during the Restriction PeriodControl, or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination more favorable vesting terms of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (agreement or if no Committee is appointed, the Board), and the termination of such successor service arrangement shall be treated as the applicable terminationcontrol.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Behringer Harvard Reit I Inc)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested as to whole Shares. Subject one-half of the Restricted Shares subject to the provisions Award on each of the first and second anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of DineEquity, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), clause (iv), (v) and (vi) below, the period of restriction with respect to Shares the shares of Restricted Stock granted hereunder (the “Restriction Period”) shall begin on the date hereof Grant Effective Date and lapse, if and as employment continues, in equal installments lapse on the first three anniversaries following schedule, provided that termination of the Grantee’s [employment/service as director] has not occurred prior to the applicable date hereof. For purposes restrictions lapse: Exhibit 10.13 Date Restrictions Lapse Number of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Becoming Vested Cumulative Percentage Vested [ ] [ ] ([25]%) [25]% [ ] [ ] ([25]%) [50]% [ ] [ ] ([25]%) [75]% [ ] [ ] ([25]%) [100]% Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan shares (or have such Shares shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares shares of Restricted Stock and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly afterdividends if, as and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stockwhen paid.
(iii) Subject to clauses clause (iv), (v) and (vi) below, upon termination of the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason ([employment/service as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Perioda director], then all Shares shares of Restricted Stock still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In Notwithstanding any other term or provision of this Agreement, upon (A) termination of the event Grantee’s [employment/service as director] as a result of the Grantee Grantee’s death or disability or (B) a Sale Event (regardless of whether or not a termination of the Grantee’s [employment/service as director] has a Termination of Service on account of deathoccurred), or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the GranteeGrantee that have not previously been forfeited.
(v) In Notwithstanding anything to the contrary in this Section 2, to the extent the Grantee is a party to another agreement or arrangement with the Company that provides accelerated vesting of the shares of Restricted Stock or all equity awards in general in the event the Grantee has of certain types of employment terminations, a Termination of Service (Sale Event, or any other applicable vesting-related events or provides more favorable vesting provisions than a Termination of Service by the Company provided for Cause) within 12 months following a Change of Control during the Restriction Periodin this Agreement, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination more favorable vesting terms of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (agreement or if no Committee is appointed, the Board), and the termination of such successor service arrangement shall be treated as the applicable terminationcontrol.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested as to whole Shares. Subject one-third (1/3) of the Restricted Shares subject to the provisions Award on each of the first, second and third anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of Dine Brands Global, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Dine Brands Global, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (viv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continuessolely to the extent the Grantee has not had a Termination of Service, in equal installments on the first three anniversaries following schedule: Date Restriction Lapses: Number of the date hereof. Shares: [ ], 20 [ ] [ ], 20 [ ] [ ], 20 [ ] For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted StockStock (whether or not vested), all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses clause (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Apollo Residential Mortgage, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested as to whole Shares. Subject one-half of the Restricted Shares subject to the provisions Award on each of the first and second anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of Dine Brands Global, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Dine Brands Global, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement following conditions and the Plan restrictions shall be subject apply to the following restrictions and conditionsRestricted Stock:
(ia) Subject to clauses (iii), (iv), (v) and (vi) belowExcept as otherwise provided in this Agreement, the period of restriction Restricted Stock and any Dividends shall be held by the Corporation until released to the Participant in accordance with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes terms of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed . The Restricted Stock and any Dividends shall be vestedreleased to Participant following the conclusion of the Measurement Period, to the extent that the following performance measures have been met or exceeded:
(i) as set forth on Appendix A (the “Internal Performance Measures”),
(ii) as set forth in Appendix B (the “Index Banks Performance Measures”), or
(iii) as set forth in Appendix C (the “Return on Equity Performance Measure”). Notwithstanding In applying the foregoingabove, the Restriction Period with respect to such Shares Appendix providing the highest award shall only lapse be used.
(b) The Participant shall not sell, transfer, pledge or assign any portion of the Restricted Stock except as to whole Shares. Subject to the provisions of specifically permitted by the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares .
(c) Any certificates evidencing shares of Restricted Stock awarded under issued in the name of the Participant or any evidence of such share ownership entered upon the stock records of the Corporation maintained by its transfer agent shall bear a legend or other appropriate restriction substantially of the following substance: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Compass Bancshares, Inc., Incentive Compensation Plan (and a Restricted Stock Award Agreement, dated , 200___, entered into between the registered owner and the Corporation. Copies of such Plan and Agreement are on file in the offices of the Corporation, 10 Xxxxx 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000.” Certificates evidencing the shares of Restricted Stock shall be held in custody by the Corporation until the shares have been released, and the Participant shall deliver a stock power, endorsed in blank, relating to the Restricted Stock simultaneously with the execution of this Agreement or have such Shares attached or garnished)as requested hereafter.
(iid) Except as provided in If Participant’s employment terminates prior to the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect conclusion of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares Measurement Period (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, through Death or Disability or on account Sale of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction PeriodCorporation), the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable terminationforfeited.
Appears in 1 contract
Samples: Performance Contingent Restricted Stock Award Agreement (Compass Bancshares Inc)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (viiv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapselapse on , if and as employment continues200_ (for the avoidance of doubt, in equal installments on without regard to the first three anniversaries Company’s achievement of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vestedfinancial hurdles). Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder shareholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Certificates for Shares (not subject to restrictionsrestrictions under the Plan) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse lapses without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses clause (iv), (v) and (vi) below, upon if the Grantee’s Grantee has a Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) whatsoever during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, death or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Restrictions and Conditions. The Shares of Restricted Stock awarded pursuant to this Agreement and the Plan Restricted Stock Units shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii)the other provisions of this Plan and the terms of the particular Award Agreements, (iv), (v) and (vi) below, during such period as may be determined by the period Committee commencing on the Date of restriction with respect to Shares granted hereunder Grant (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing), the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares of Restricted Stock awarded under and/or Restricted Stock Units. Except with respect to issuances hereunder representing no greater than five percent of the Plan (Share Limit, any Restricted Stock or Restricted Stock Units not granted pursuant to a Performance Award shall have a minimum Restriction Period of three years from the Date of Grant, provided that the Committee may provide for earlier vesting upon such Shares attached events as the Committee deems appropriate which shall be set forth in the applicable Award Agreement. Except for these limitations, the Committee may in its sole discretion, remove any or garnished)all of the restrictions on such Restricted Stock and/or Restricted Stock Units whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising after the date of the Award, such action is appropriate.
(ii) Except as provided in the foregoing clause subparagraph (i), ) above and Section 6.8(a) below in this clause (ii) or in and subject to the Planterms of a Participant’s Award Agreement, the Grantee Participant shall have, in with respect of the Shares of to his or her Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares shares, and the right to receive any cash dividendsdividends thereon. Shares (not subject to restrictions) Certificates or other evidence of ownership of shares of Common Stock free of restriction under this Plan shall be delivered to the Grantee or his or her designee Participant promptly after, and only after, the Restriction Period shall lapse expire without forfeiture in respect of such Shares shares of Common Stock. Each Participant, by his or her acceptance of Restricted Stock, shall irrevocably grant to the Company a power of attorney to transfer any forfeited shares to the Company and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer.
(iii) Subject The Restriction Period of Restricted Stock and/or Restricted Stock Units shall commence on the Date of Grant and, subject to clauses Article 14 of this Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock and/or Restricted Stock Units, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on (i) length of continuous service, (ii) achievement of specific business objectives, (iii) increases in specified indices, (iv)) attainment of specified growth rates, and/or (v) and (vi) belowother comparable Performance Goals, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, may be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable terminationin its sole discretion.
Appears in 1 contract
Samples: 2013 Omnibus Stock and Incentive Plan (CST Brands, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested as to whole Shares. Subject one-fourth (1/4) of the Restricted Shares subject to the provisions Award on each of the first, second, third and fourth anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of DineEquity, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested as to whole Shares. Subject one-fourth of the Restricted Shares subject to the provisions Award on each of the first and second anniversaries of the Date of Grant and one-half of the Restricted Shares subject to the Award on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, during Inc. 2011 Stock Incentive Plan, as amended, and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of DineEquity, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant's continuous service with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested, on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the service of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to whole Shares. Subject to the provisions of restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant's name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company's principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, during Inc. 2011 Stock Incentive Plan, as amended, and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of DineEquity, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in the PlanSection 3, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (viiv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapselapse on, if and as employment continues200_ (for the avoidance of doubt, in equal installments on without regard to the first three anniversaries Company’s achievement of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vestedfinancial hurdles). Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder shareholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Certificates for Shares (not subject to restrictionsrestrictions under the Plan) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse lapses without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses clause (iv), (v) and (vi) below, upon if the Grantee’s Grantee has a Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) whatsoever during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, death or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Bimini Capital Management, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and through [(vi) )] [(vii)] below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof Effective Date and lapse[, if and as employment [employment] [service] continues, in equal installments ] on the first three anniversaries of the date hereof. following schedule: , 20 [ ] , 20 [ ] For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. The Grantee shall be entitled to receive any cash dividendsdividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), clause (v) and (vi) below, upon if the Grantee’s Grantee has a Termination of Service by the Company or and its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20his or her death, 2009) Retirement or Disability, during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
(iv) In the event If the Grantee has a Termination of Service on account of death, or Disability or on account of Retirement or the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause or by the Grantee for Good Reason Cause, during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the GranteeStock.
(v) In If there occurs during the event Restriction Period a Change of Control in which the Resulting Entity assumes or continues the Grant of Restricted Stock and if the Grantee has a Termination of Service (other than experiences a Termination of Service by the Company Resulting Entity and its Subsidiaries voluntarily for Causegood reason, as defined by the Committee, during the twenty-four (24) within 12 months following a the Change of Control during the Restriction PeriodControl, then the Restriction Period will immediately lapse on all Restricted Stock granted on the date of the Termination of Service. If an event described in clause (iv) above occurs during or after the twenty-four (24) months following the Change of Control, then the Restriction Period will lapse on all Restricted Stock on the date of the Termination of Service. If there occurs during the Restriction Period a Change of Control in which the Resulting Entity does not assume or continue the Grant of Restricted Stock, then the Restriction Period will lapse on all Restricted Stock as of immediately prior to the GranteeChange of Control. For purposes of this Agreement, the “Resulting Entity in the event of a Change of Control shall mean (A) the Company, in the event of a Change of Control as defined in Section 15(j) (i), (ii), or (iii) (C) of the Plan; (B) the entity (which may or may not be the Company) that is the continuing entity in the event of a merger or consolidation, in the event of a Change of Control as defined in Section 15(j)(iii)(A) of the Plan; or (C) the acquirer of the Company’s assets, in the event of a Change of Control as defined in Section 15(j)(iii)(B) of the Plan.
(vi) Termination Grantee shall forfeit such Shares of Service Restricted Stock as are required to be forfeited under (a) Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) such clawback or recoupment policy as the Board or Compensation Committee may adopt.
(vii) [for use where the Grantee has an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 Employment Agreement] [Notwithstanding any other provision hereof, if the Grantee continues without interruption is a party to serve thereafter as an officer or director of effective employment agreement with the Company or in from time to time, then the Restriction Period shall also end if and as may be otherwise required by such other capacity as determined by employment agreement; and nothing herein shall limit any rights the Committee (or if no Committee is appointed, the Board), and the termination of Grantee may otherwise have under such successor service shall be treated as the applicable terminationemployment agreement.]
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Two Harbors Investment Corp.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous service with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested, on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the service of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to whole Shares. Subject to the provisions of restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of DineEquity, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in the PlanSection 3, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested, on the first anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to whole Shares. Subject to the provisions of restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of Dine Brands Global, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Dine Brands Global, Inc.)
Restrictions and Conditions. The awards of Restricted Stock awarded granted pursuant to this Agreement and the Plan Section 7 shall be subject to the following restrictions and conditions:
: The price per Share, if any, that a Participant must pay for Shares purchasable under an award of Restricted Stock shall be determined by the Administrator in its sole discretion at the time of grant but, to the extent required at the time of grant by California "Blue Sky" law, such price shall not be less than 85% of the Fair Market Value of the Stock on such date or at the time the purchase is consummated. In no event may the purchase price be less than the par value of the Common Stock. If a Participant owns or is deemed to own (iby reason of the attribution rules applicable under Section 424(d) Subject of the Code) more than 10% of the combined voting power of all classes of stock of the Company or of any Parent or Subsidiary and an award of Restricted Stock is granted to clauses (iii), (iv), (v) and (vi) belowsuch Participant, the period purchase price of restriction such Award, to the extent required at the time of grant by California "Blue Sky" law with respect to Shares granted hereunder (any Option, shall be no less than 100% of the “Restriction Period”) shall begin Fair Market Value of the Common Stock on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries such award of Restricted Stock is granted or the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Sharespurchase is consummated. Subject to the provisions of the Plan and this Agreementthe Restricted Stock Award Agreement governing any such Award, during such period as may be set by the Restriction Administrator commencing on the date of grant (the "Restricted Period"), the Grantee Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares of Restricted Stock awarded under the Plan (Plan; provided, however, that the Administrator may, in its sole discretion, provide for the lapse of such restrictions in installments and may accelerate or have waive such Shares attached or garnished).
(ii) Except as provided restrictions in the foregoing clause (i), below in this clause (ii) whole or in part based on such factors and such circumstances as the Plan, the Grantee shall haveAdministrator may determine, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stockits sole discretion.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Stockholders' Agreement (United Artists Theatre Circuit Inc /Md/)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (viiv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment service continues, in equal installments with respect to [one-third] of the Shares granted hereunder, on each of the first three [three] anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole SharesShares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive dividends. Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividendsdividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses clause (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or and its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20his or her death or Disability, 2009) during the Restriction Period, then (A) all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee, and (B) the Company shall pay to the Grantee as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount (if any) paid by the Grantee for such forfeited Restricted Stock as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Restricted Stock.
(iv) In the event the Grantee has a Termination of Service on account of death, death or Disability or on account of the Grantee has a Termination of Service by the Company and its Subsidiaries for any reason other than for Cause Cause, or by in the Grantee for Good Reason event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the GranteeGrantee hereunder.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (DLC Realty Trust, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested as to whole Shares. Subject one-fourth of the Restricted Shares subject to the provisions Award on each of the first and second anniversaries of the Date of Grant and one-half of the Restricted Shares subject to the Award on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of DineEquity, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(ia) Subject to clauses (iii), (iv), (vc) and (vid) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, lapse in equal installments on accordance with the first three anniversaries of the date hereof. following vesting schedule:
4) For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(iib) Except as provided in the foregoing clause (ia), below in this clause (iib) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares; provided, however, that cash dividends on such Shares shall, unless otherwise provided by the Committee in this Agreement, be held by the Company (unsegregated as a part of its general assets) until the Restriction Period lapses (and forfeited if the right underlying Shares are forfeited), and paid over to receive any cash dividendsthe Grantee as soon as practicable after the Restriction Period lapses (if not forfeited). Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, such Shares have vested (i.e., the Restriction Period shall lapse with respect thereto) without forfeiture in respect of such Shares of Restricted StockShares.
(iiic) Subject to clauses clause (iv), (v) and (vid) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee Grantee’s termination for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20his or her death, 2009) Retirement or Disability, during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(ivd) In the event the Grantee Grantee’s has a Termination of Service on account of death, Disability or Disability Retirement or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason Cause, during the Restriction Period, then restrictions under the Restriction Period Plan will immediately lapse on all Restricted Stock granted to the GranteeStock.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Belvedere Trust Mortgage CORP)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested, on [ ]. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to whole Shares. Subject to the provisions of restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, during Inc. 2016 Stock Incentive Plan, as amended, and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of DineEquity, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous service with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested, on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the service of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to whole Shares. Subject to the provisions of restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of Dine Brands Global, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in the PlanSection 3, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Dine Brands Global, Inc.)
Restrictions and Conditions. (a) The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, assign, transfer, pledge, hypothecate, alienatemortgage, encumber or assign the Shares otherwise dispose of any shares of Restricted Stock awarded prior to vesting, as provided for in Paragraph 3 below, and otherwise except as expressly provided for in this Agreement.
(b) Certificates evidencing the shares of Restricted Stock granted herein shall bear the following legend, or a similar legend as determined by the Committee in its sole discretion to the effect that such shares are subject to restrictions as set forth herein: "The shares represented by this certificate are subject to restrictions on transfer and may not be sold, exchanged, transferred, pledged, hypothecated, mortgaged, encumbered or otherwise disposed on except in accordance with and subject to all the terms and conditions of a certain Restricted Stock Award Agreement dated as of August 27, 1999 (the "Agreement"), a copy of which the Company will furnish to the holder of this certificate upon request and without charge. The shares represented by this certificate are designated as Tranche [A, B or C] under the Plan Agreement."
(c) Prior to vesting of shares of Restricted Stock granted herein, if the Grantee's employment with the Company is terminated:
(i) by the Company for Cause (as defined in Section 6 of the Grantee's Employment Agreement dated as of August 27, 1999), then the Company shall have the right, at the discretion of the Committee, to repurchase such unvested shares, in whole or have such Shares attached in part, from the Grantee or garnished)the Grantee's legal representative at their Purchase Price per Share.
(ii) Except as provided by the Company without Cause, then the Company shall have the right, at the discretion of the Committee, to repurchase such unvested shares, in the foregoing clause (i), below in this clause (ii) whole or in the Planpart, from the Grantee shall have, in respect of or the Shares of Restricted Stock, all of Grantee's legal representative at a price equal to the rights of a stockholder average closing market price of the Company, including 's common stock during the right to vote the Shares and the right to receive any cash dividends. Shares five (not subject to restrictions5) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of business days preceding such Shares of Restricted Stocktermination.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason Death or Disability (as defined in the employment agreement by and between NRDC Acquisition Corp. and Section 5 of the Grantee's Employment Agreement dated as of August 27, 1999), then the Company shall have the right, at the discretion of the Committee, to repurchase such unvested shares, in whole or in part, from the Grantee dated October 20, 2009) or the Grantee's legal representative at a price equal to the average closing market price of the Company's common stock during the Restriction Period, then all Shares still subject five (5) business days preceding such termination. The Company must exercise such right of repurchase or forfeiture by written notice to restriction shall thereupon, and with no further action, be forfeited by the Grantee or the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other 's legal representative not later than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months 60 days following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a such termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable terminationemployment.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Cambridge Technology Partners Massachusetts Inc)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses clause (iii), (iv), (v) and (vi) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment service to the Company continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), (v) and (vi) below, upon Upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Retail Opportunity Investments Corp)
Restrictions and Conditions. The (a) As set forth in Paragraph 4, upon receipt of Shares hereunder, two-thirds of such Shares shall be Restricted Stock awarded Shares that are subject to the restrictions set forth in this Paragraph 3. Such shares shall remain Restricted Shares until such shares vest pursuant to this Agreement Paragraph 3 or Paragraph 4. The balance of such Shares are unrestricted and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin deemed vested on the date hereof and lapseof issuance.
(b) As set forth in Paragraph 2, if and as employment continues, in equal installments on the first three anniversaries certificates representing the Restricted Shares shall be held by the Company for the benefit of the date hereofGrantee, until such time that such shares vest pursuant this Paragraph 3 or Paragraph 4. For purposes Upon each such vesting date, the Company shall promptly deliver to the Grantee a certificate representing the number of Shares that vest as of such date. The Company may staple or clip a legend to the effect set forth in Exhibit A hereto to the certificates representing the Restricted Shares while the Company has possession of such certificates.
(c) Restricted Shares granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.
(d) If, prior to vesting of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoinggranted herein, the Restriction Period Grantee's employment with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan Company and this Agreement, during the Restriction Period, the Grantee shall not be permitted its Subsidiaries is voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Planterminated, the Grantee Company shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including have the right to vote repurchase from the Grantee or the Grantee's legal representative any unvested Restricted Shares and held by the right to receive any cash dividendsCompany for the benefit of the Grantee at the time of such termination. Any Restricted Shares (not subject to restrictions) so purchased by the Company shall be delivered purchased for their original purchase price set forth above. The Company must exercise such right of repurchase by written notice to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination 's legal representative not later than 90 days following such termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) employment. In the event the Grantee has a Termination such right of Service on account of deathrepurchase is not exercised, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all such Restricted Stock granted to the GranteeShares shall vest.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Share Award Agreement (Gables Residential Trust)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement following conditions and the Plan restrictions shall be subject apply to the following restrictions and conditionsRestricted Stock:
(ia) Subject to clauses (iii), (iv), (v) and (vi) belowExcept as otherwise provided in this Agreement, the period of restriction Restricted Stock and any Dividends shall be held by the Corporation until released to the Participant in accordance with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes terms of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed . The Restricted Stock and any Dividends shall be vestedreleased to Participant following the conclusion of the Measurement Period, to the extent that the following performance measures have been met or exceeded:
(i) as set forth on Appendix A (the “Internal Performance Measures”),
(ii) as set forth in Appendix B (the “Index Banks Performance Measures”), or
(iii) as set forth in Appendix C (the “Return on Equity Performance Measure”). Notwithstanding In applying the foregoingabove, the Restriction Period with respect to such Shares Appendix providing the highest award shall only lapse be used.
(b) The Participant shall not sell, transfer, pledge or assign any portion of the Restricted Stock except as to whole Shares. Subject to the provisions of specifically permitted by the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares .
(c) Any certificates evidencing shares of Restricted Stock awarded under issued in the name of the Participant or any evidence of such share ownership entered upon the stock records of the Corporation maintained by its transfer agent shall bear a legend or other appropriate restriction substantially of the following substance: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Compass Bancshares, Inc., ___ Incentive Compensation Plan (and a Restricted Stock Award Agreement, dated ___, 200___, entered into between the registered owner and the Corporation. Copies of such Plan and Agreement are on file in the offices of the Corporation, 10 Xxxxx 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000.” Certificates evidencing the shares of Restricted Stock shall be held in custody by the Corporation until the shares have been released, and the Participant shall deliver a stock power, endorsed in blank, relating to the Restricted Stock simultaneously with the execution of this Agreement or have such Shares attached or garnished)as requested hereafter.
(iid) Except as provided in If Participant’s employment terminates prior to the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect conclusion of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares Measurement Period (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20through Normal Retirement or Early Retirement, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, Death or Disability or on account Sale of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction PeriodCorporation), the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable terminationforfeited.
Appears in 1 contract
Samples: Performance Contingent Restricted Stock Award Agreement (Compass Bancshares Inc)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested as to whole Shares. Subject one-third (1/3) of the Restricted Shares subject to the provisions Award on each of the first, second and third anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, during Inc. 2011 Stock Incentive Plan, as amended, and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of DineEquity, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Restrictions and Conditions. (a) The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (viiv) below, the period of restriction with respect to Shares shares of Restricted Stock granted hereunder (the “"Restriction Period”") shall begin on the date hereof hereof, and lapse, if and as employment continues, lapse in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares accordance with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Schedule I. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, except as may otherwise be permitted by the Committee (after consideration of, among other things, any applicable securities and tax considerations) in connection with the Grantee's trust or estate planning, the Grantee shall not be permitted voluntarily or involuntarily to sellassign, transfer, pledge, hypothecate, alienate, or otherwise encumber or assign the Shares dispose of shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished)Plan.
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right underlying shares. The Grantee shall be entitled to receive any cash dividendsdividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Shares Certificates for shares of Stock (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stockshares.
(iii) Subject to clauses clause (iv), (v) and (vi) below, upon the termination of the Grantee’s Termination of Service 's employment with the Company and its Affiliates for any reason by the Company or and its Subsidiaries for Cause Affiliates or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares shares of Restricted Stock still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event that during the Grantee has a Termination of Service Restriction Period the Grantee's employment with the Company and its Affiliates terminates (A) on account of death, the death or Disability or on account disability (as defined in the Employment Agreement) of Termination of Service the Grantee as contemplated by the Employment Agreement; (B) by the Company for any reason other than for Without Cause (as defined in the Employment Agreement); or (C) by the Grantee Executive for Good Reason during (as defined in the Restriction PeriodEmployment Agreement) as contemplated by the Employment Agreement, the Restriction Period then any restrictions provided herein will immediately lapse on all Restricted Stock granted Stock, and the Grantee (or designee) shall own such shares free and clear of all restrictions imposed hereby, free to hold or dispose of such shares in the Grantee's (or designee's) discretion, subject to all applicable federal and state laws.
(vb) In The Grantee shall be issued a stock certificate in respect of the event shares of Restricted Stock awarded hereunder. Such certificate shall be registered in the Grantee has name of the Grantee, and may include any legend which the Committee deems appropriate to reflect any restrictions on transfer provided hereunder or under the Plan, or as the Committee may otherwise deem appropriate, and, without limiting the generality of the foregoing, shall bear a Termination of Service legend referring to the terms, conditions, and restrictions applicable to this a Agreement, substantially in the following form: THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (other than a Termination of Service INCLUDING FORFEITURE) OF THE XX XXXXX REALTY CORP. AMENDED 1997 STOCK OPTION AND INCENTIVE PLAN, AS IT MAY BE AMENDED FROM TIME TO TIME, AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND XX XXXXX REALTY CORP. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICES OF XX XXXXX REALTY CORP. AT 000 XXXXXXXXX XXXXXX, XXX XXXX, XXX XXXX 00000. The Committee shall require that such stock certificate be held in custody by the Company for Cause) within 12 months following until the restrictions hereunder shall have lapsed, and that, as a Change condition of Control during the Restriction Periodshares of Restricted Stock awarded hereunder, the Restriction Period will immediately lapse on all Restricted Stock granted Grantee shall deliver a stock power, endorsed in blank, relating to the Grantee.
(vi) Termination of Service as an employee shares covered by this Agreement. If and when such restrictions so lapse, such stock certificate shall not be treated as a termination of employment for purposes of this Paragraph 2 if delivered by the Company to the Grantee continues without interruption to serve thereafter as an officer or director of the Company his or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board)her designee, and the termination Grantee (or designee) shall own such shares free and clear of all restrictions imposed hereby, free to hold or dispose of such successor service shall be treated as shares in the Grantee's (or designee's) discretion, subject to all applicable terminationfederal and state laws.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement following conditions and the Plan restrictions shall be subject apply to the following restrictions and conditionsRestricted Stock:
(ia) Subject to clauses (iii), (iv), (v) and (vi) belowExcept as otherwise provided in this Agreement, the period of restriction Restricted Stock and any Dividends shall be held by the Corporation until released to the Participant in accordance with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes terms of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed . The Restricted Stock and any Dividends shall be vestedreleased to Participant following the conclusion of the Measurement Period, to the extent that the following performance measures have been met or exceeded:
(i) as set forth on Appendix A (the “Internal Performance Measures”),
(ii) as set forth in Appendix B (the “Index Banks Performance Measures”), or
(iii) as set forth in Appendix C (the “Return on Equity Performance Measure”). Notwithstanding In applying the foregoingabove, the Restriction Period with respect to such Shares Appendix providing the highest award shall only lapse be used.
(b) The Participant shall not sell, transfer, pledge or assign any portion of the Restricted Stock except as to whole Shares. Subject to the provisions of specifically permitted by the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares .
(c) Any certificates evidencing shares of Restricted Stock awarded under issued in the name of the Participant or any evidence of such share ownership entered upon the stock records of the Corporation maintained by its transfer agent shall bear a legend or other appropriate restriction substantially of the following substance: “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Compass Bancshares, Inc., ___Incentive Compensation Plan (and a Restricted Stock Award Agreement, dated ___, 200___, entered into between the registered owner and the Corporation. Copies of such Plan and Agreement are on file in the offices of the Corporation, 10 Xxxxx 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000.” Certificates evidencing the shares of Restricted Stock shall be held in custody by the Corporation until the shares have been released, and the Participant shall deliver a stock power, endorsed in blank, relating to the Restricted Stock simultaneously with the execution of this Agreement or have such Shares attached or garnished)as requested hereafter.
(iid) Except as provided in If Participant’s employment terminates prior to the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect conclusion of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares Measurement Period (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20through Normal Retirement or Early Retirement, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, Death or Disability or on account Sale of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction PeriodCorporation), the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable terminationforfeited.
Appears in 1 contract
Samples: Performance Contingent Restricted Stock Award Agreement (Compass Bancshares Inc)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested as to whole Shares. Subject one-third (1/3) of the Restricted Shares subject to the provisions Award on each of the first, second and third anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, during Inc. 2019 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of Dine Brands Global, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Dine Brands Global, Inc.)
Restrictions and Conditions. The (a) Certificates evidencing the Restricted Stock awarded pursuant to this Agreement and the Plan granted herein shall be subject bear an appropriate legend, to the following effect or as otherwise determined by the Board in its sole discretion, to the effect that such Restricted Stock is subject to restrictions as set forth herein and conditions:in the Plan. THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY SET FORTH IN THE FIRST BANCORP, INC. 2010 EQUITY INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME (THE “PLAN”), AND THE RESTRICTED STOCK AGREEMENT (THE “AGREEMENT”) UNDER THE PLAN BETWEEN THE FIRST BANCORP, INC. (THE “COMPANY”) AND THE REGISTERED HOLDER OF THIS CERTIFICATE. A COPY OF THE PLAN AND THE AGREEMENT MAY BE OBTAINED ON REQUEST FROM THE SECRETARY OF THE COMPANY.
(b) Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Participant prior to the later of (i) Subject to clauses (iii)vesting in accordance with Paragraph 3 hereof, (iv), (v) and (viii) below, the period fulfillment of restriction with respect to Shares granted hereunder the requirements contained in 31 C.F.R. Subtitle A § 30.1 (the “Restriction PeriodTARP Transferability Restrictions”). The TARP Transferability Restrictions provide that Participant may not transfer any of the Restricted Stock until all or part of the financial assistance received by the Company under TARP (the “TARP Assistance”) shall begin on the date hereof and lapsehas been repaid, if and as employment continues, in equal installments on the first three anniversaries such that (A) up to 25% of the date hereof. For purposes shares of Restricted Stock may be transferred at or after the time that the Company repays 25% of the Plan aggregate TARP Assistance; (B) up to 50% of the shares of Restricted Stock may be transferred at or after the time that the Company repays 50% of the aggregate TARP Assistance; (c) up to 75% of the shares of Restricted Stock may be transferred at or after the time that the Company repays 75% of the aggregate TARP Assistance; and this Agreement(D) any of the shares of Restricted Stock may be transferred at or after the time that the Company repays all of the aggregate TARP Assistance. Notwithstanding the restrictions contained in clause (ii) above and the preceding sentence, Shares with respect the Participant shall be entitled to transfer a portion of vested Restricted Stock as to which the Restriction Period Participant did not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, as provided in the TARP Transferability Restrictions.
(c) The Participant acknowledges that the Compensation Committee (the “Committee”) of the Company’s Board of Directors has lapsed shall be vestedadopted a Stock Ownership Policy (as amended from time to time, the “Ownership Policy”) which is applicable to the Participant. At the option of the Company, in the absence of evidence satisfactory to the Committee that the Participant has fulfilled the requirements of the Ownership Policy other than through ownership of the Restricted Stock, the Company may continue to hold the certificates representing all or any portion of the Restricted Stock to assure compliance with the Ownership Policy. Notwithstanding the foregoing, in addition to the Restriction Period limited transfers permitted under the last sentence of Paragraph 2(b) hereof, following the lapse of the transfer restrictions set forth in Paragraph 2(b), the Participant shall be allowed to sell a number of shares of Restricted Stock sufficient to generate proceeds in an amount equal to the federal and state income tax liability of the Participant arising from the lapse of such restrictions with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee based on information provided by the Participant.
(d) If the Participant’s employment with the Company and its subsidiaries is voluntarily or if no Committee is appointedinvoluntarily terminated for any reason (including death) prior to vesting of Restricted Stock granted herein, the BoardParticipant or the Participant’s legal representative shall forfeit such unvested Restricted Stock back to the Company for no consideration.
(e) The Company shall have the right, but not the obligation, to repurchase all or any part of the vested shares of Restricted Stock awarded hereunder in the event that the Participant’s employment with the Company and its subsidiaries is voluntarily or involuntarily terminated for any reason (including death), at the Fair Market Value of such Stock as of the date of the notice of the exercise of such right. Such right shall be exercisable by the Company giving written notice of such exercise to the Participant at any time prior to ninety (90) days after the effective date of such termination. Such purchase price shall be payable in full in cash at closing, and the termination Participant shall then deliver such certificates to the Company, together with a stock power duly executed in form and substance satisfactory to the Company, free and clear of all liens, encumbrances, pledges, security interests and adverse claims whatsoever.
(f) As required under 31 C.F.R. Subtitle A, § 30.8 and Section 111(b)(3)(B) of the Emergency Economic Stabilization Act of 2008 (12 U.S.C. § 5221 et seq.), in the event that the Board determines, in its discretion, that the Participant realized any financial benefit from the Restricted Stock that was based on or resulted from materially inaccurate financial statements or any other materially inaccurate performance criteria of or relating to the Company and its subsidiaries, the Participant shall be obligated to repay to the Company, on demand, the amount of such successor service shall be treated as the applicable terminationfinancial benefit.
Appears in 1 contract
Samples: Restricted Stock Agreement (First Bancorp, Inc /ME/)
Restrictions and Conditions. The (a) As set forth in Paragraph 5, upon receipt of Shares hereunder, three-fourths of such Shares shall be "Restricted Stock awarded Shares" that are subject to the restrictions set forth in this Paragraph 4. Such Shares shall remain Restricted Shares until such Shares vest pursuant to this Agreement Paragraph 4 or Paragraph 5. The balance of such Shares are unrestricted and the Plan shall be subject deemed vested on the date of issuance.
(b) As set forth in Paragraph 3, the certificates representing the Restricted Shares shall be held by the Company for the benefit of the Grantee until such time that such shares vest pursuant to this Paragraph 4 or Paragraph 5. Upon each such vesting date, the Company shall promptly deliver to the Grantee a certificate representing the number of Shares that vest as of such date. The Company may staple or clip a legend, to the effect set forth in Exhibit A hereto, to the certificates representing the Restricted Shares while the Company has possession of such certificates.
(c) Restricted Shares granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting.
(d) If, prior to vesting of the Restricted Shares granted herein, the Grantee's employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated, the Company shall have the right to repurchase from the Grantee or the Grantee's legal representative any unvested Restricted Shares held by the Company for the benefit of the Grantee at the time of such termination. Any Restricted Shares so purchased by the Company shall be purchased for their original purchase price set forth above. The Company must exercise such right of repurchase by written notice to the Grantee or the Grantee's legal representative not later than 90 days following restrictions and conditionssuch termination of employment. In the event such right of repurchase is not exercised, all such Restricted Shares shall vest.
(e) For the purposes of Paragraph 4(d) above, the following events shall not be deemed a termination of employment:
(i) Subject a transfer to clauses (iii), (iv), (v) and (vi) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of Company from a Subsidiary or from the Plan and this AgreementCompany to a Subsidiary, Shares with respect or from one Subsidiary to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).another; or
(ii) Except as provided in the foregoing clause (i)an approved leave of absence for military service or sickness, below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of for any other purpose approved by the Company, including if the employee's right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service re-employment is guaranteed either by the Company or its Subsidiaries for Cause a statute or by contract or under the Grantee for any reason other than Good Reason (as defined in policy pursuant to which the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination leave of Service on account of death, absence was granted or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or Committee otherwise so provides in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable terminationwriting.
Appears in 1 contract
Samples: Restricted Share Award Agreement (Gables Residential Trust)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement following conditions and the Plan restrictions shall be subject apply to the following restrictions and conditionsRestricted Stock:
(ia) Subject to clauses (iii), (iv), (v) and (vi) belowExcept as otherwise provided in this Agreement, the period of restriction Restricted Stock and any Dividends shall be held by the Corporation until released to the Participant in accordance with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes terms of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed . The Restricted Stock and any Dividends shall be vestedreleased to Participant following the conclusion of the Measurement Period, to the extent that the following performance measures have been met or exceeded:
(i) as set forth on Appendix A (the "Internal Performance Measures"),
(ii) as set forth in Appendix B (the "Index Banks Performance Measures"), or
(iii) as set forth in Appendix C (the "Return on Equity Performance Measure"). Notwithstanding In applying the foregoingabove, the Restriction Period with respect to such Shares Appendix providing the highest award shall only lapse be used.
(b) The Participant shall not sell, transfer, pledge or assign any portion of the Restricted Stock except as to whole Shares. Subject to the provisions of specifically permitted by the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares .
(c) Any certificates evidencing shares of Restricted Stock awarded under issued in the name of the Participant or any evidence of such share ownership entered upon the stock records of the Corporation maintained by its transfer agent shall bear a legend or other appropriate restriction substantially of the following substance: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Compass Bancshares, Inc., 2002 Incentive Compensation Plan (and a Restricted Stock Award Agreement, dated _____________, 2006, entered into between the registered owner and the Corporation. Copies of such Plan and Agreement are on file in the offices of the Corporation, 00 Xxxxx 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000." Certificates evidencing the shares of Restricted Stock shall be held in custody by the Corporation until the shares have been released, and the Participant shall deliver a stock power, endorsed in blank, relating to the Restricted Stock simultaneously with the execution of this Agreement or have such Shares attached or garnished)as requested hereafter.
(iid) Except as provided in If Participant's employment terminates prior to the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect conclusion of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares Measurement Period (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20through Normal Retirement or Early Retirement, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, Death or Disability or on account Sale of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction PeriodCorporation), the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable terminationforfeited.
Appears in 1 contract
Samples: Performance Contingent Restricted Stock Award Agreement (Compass Bancshares Inc)
Restrictions and Conditions. (a) The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (viv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments lapse on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. following schedule: Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder shareholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), ) and (v) and (vi) below, upon if the Grantee’s Grantee has a Termination of Service by the Company or Company, its Subsidiaries or Affiliates for Cause Cause, or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20reason, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.. Back to Contents
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Retirement, or the Grantee has a Termination of Service by the Company Company, its Subsidiaries and Affiliates for any reason other than for Cause Cause, or by in the Grantee for Good Reason event of a Change in Control (regardless of whether a termination follows thereafter), during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination Cessation of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service service as an employee shall not be treated as a termination cessation of employment for purposes of this Paragraph paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board)Committee, and the termination of such successor service shall be treated as the applicable termination.
(b) The Company shall pay the Grantee an additional cash amount, intended to serve generally as a tax gross-up, upon each date on which the Restricted Stock vests and becomes taxable, equal to 30% of the value of the shares included in Grantee’s taxable income on such date.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Feldman Mall Properties, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested as to whole Shares. Subject one-third (1/3) of the Restricted Shares subject to the provisions Award on each of the first, second and third anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of DineEquity, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested as to whole Shares. Subject one-fourth of the Restricted Shares subject to the provisions Award on each of the first and second anniversaries of the Date of Grant and one-half of the Restricted Shares subject to the Award on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of Dine Brands Global, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Dine Brands Global, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested, on the first anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to whole Shares. Subject to the provisions of restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of DineEquity, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to the provisions of the Plan and this Agreement, during the period of restriction with respect to Shares granted hereunder (the “Restriction Period”), the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares (or have such Shares attached or garnished). Subject to clauses (iii), (iv), (v) and (vi) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) Period shall begin on the date hereof and lapse, if and as employment continues, in equal installments lapse on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. following schedule: Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder shareholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Certificates for Shares (not subject to restrictionsrestrictions under the Plan) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), (v) and (vi) below, upon if the Grantee’s Grantee has a Termination of Service by the Company or and its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20reason, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination Cessation of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service service as an employee shall not be treated as a termination cessation of employment for purposes of this Paragraph paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director Director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board)Company, and the termination of such successor service shall be treated as the applicable termination.
(v) If the Grantee is party to an employment agreement which provides that Shares subject to restriction shall be subject to terms other than those set forth above, the terms of such employment agreement shall apply with respect to the Shares granted hereby and shall, to the extent applicable, supersede the terms hereof.
(vi) In the event that a Change of Control occurs during the Restriction Period, then all restrictions on Shares shall thereupon, and with no further action immediately lapse.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Extra Space Storage Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested, on [ ]. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to whole Shares. Subject to the provisions of restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, during Inc. 2016 Stock Incentive Plan, as amended, and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of Dine Brands Global, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Dine Brands Global, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement following conditions and the Plan restrictions shall be subject apply to the following restrictions and conditionsRestricted Stock:
(ia) Subject to clauses (iii), (iv), (v) and (vi) belowExcept as otherwise provided in this Agreement, the period of restriction Restricted Stock and any Dividends shall be held by the Corporation until released to the Participant in accordance with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes terms of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed . The Restricted Stock and any Dividends shall be vestedreleased to Participant following the conclusion of the Measurement Period, to the extent that the following performance measures have been met or exceeded:
(i) as set forth on Appendix A (the "Internal Performance Measures"),
(ii) as set forth in Appendix B (the "Index Banks Performance Measures"), or
(iii) as set forth in Appendix C (the "Return on Equity Performance Measure"). Notwithstanding In applying the foregoingabove, the Restriction Period with respect to such Shares Appendix providing the highest award shall only lapse be used.
(b) The Participant shall not sell, transfer, pledge or assign any portion of the Restricted Stock except as to whole Shares. Subject to the provisions of specifically permitted by the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares .
(c) Any certificates evidencing shares of Restricted Stock awarded under issued in the name of the Participant or any evidence of such share ownership entered upon the stock records of the Corporation maintained by its transfer agent shall bear a legend or other appropriate restriction substantially of the following substance: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Compass Bancshares, Inc., 2002 Incentive Compensation Plan (and a Restricted Stock Award Agreement, dated ______, 2006, entered into between the registered owner and the Corporation. Copies of such Plan and Agreement are on file in the offices of the Corporation, 00 Xxxxx 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000." Certificates evidencing the shares of Restricted Stock shall be held in custody by the Corporation until the shares have been released, and the Participant shall deliver a stock power, endorsed in blank, relating to the Restricted Stock simultaneously with the execution of this Agreement or have such Shares attached or garnished)as requested hereafter.
(iid) Except as provided in If Participant's employment terminates prior to the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect conclusion of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares Measurement Period (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, through Death or Disability or on account Sale of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction PeriodCorporation), the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable terminationforfeited.
Appears in 1 contract
Samples: Performance Contingent Restricted Stock Award Agreement (Compass Bancshares Inc)
Restrictions and Conditions. The Restricted Stock Shares awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), and (iv), (v) and (vi) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment service continues, in equal installments with respect to [·] of the Restricted Shares granted hereunder, on each of the first three [·] anniversaries of the date hereof. For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole SharesShares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Restricted Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Restricted Shares of Restricted Stock(whether or not vested), all of the rights of a stockholder of the CompanyShareholder, including the right to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockShares.
(iii) Subject to clauses clause (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board)Committee, and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Share Award Agreement (National Storage Affiliates Trust)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (viv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continuessolely to the extent the Grantee has not had a Termination of Service, in equal installments on the first three anniversaries following schedule: Date Restriction Lapses: Number of the date hereof. Shares: For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted StockStock (whether or not vested), all of the rights of a stockholder of the CompanyShareholder, including the right to vote the Shares [and the right to receive any cash dividends]. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses clause (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee Administrator (or if no Committee Administrator is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
(v) For purposes of this Agreement, a “Termination of Service” shall mean the time when the employee-employer relationship or directorship, or other service relationship, between the Grantee and the Company (or an Affiliated Company) is terminated for any reason, with or without Cause, including, but not limited to, any termination by resignation, discharge, death or retirement. The Administrator, in its absolute discretion, shall determine the effects of all matters and questions relating to Termination of Service, including, but not limited to, the question of whether any Termination of Service was for Cause and all questions of whether particular leaves of absence constitute Terminations of Service. For this purpose, the service relationship shall be treated as continuing intact while the Grantee is on military leave, sick leave or other bona fide leave of absence (to be determined in the discretion of the Administrator).
Appears in 1 contract
Restrictions and Conditions. (a) The Restricted Stock Shares awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), [,] [and] (iv), (viv)[,][(v) and (vi) )][___] below, the period of restriction with respect to the Shares granted hereunder (the “"Restriction Period”") shall begin on the date hereof and lapse, if and as employment continues, in equal installments lapse on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. following schedule: _______________________________________________ _______________________________________________ _______________________________________________ Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such the Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished). The Shares may not be transferred, assigned or subject to any encumbrance, pledge, or charge until all applicable restrictions are removed or have expired.
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee Participant shall have, in respect of the Shares of Restricted Stock, have all of the rights of a stockholder of shareholder with respect to the CompanyShares, including the right to vote the Shares and the right to receive all dividends and other distributions paid or made with respect thereto[; provided, however, that any cash dividendsdividends shall, unless otherwise provided by the Committee, be held by [the Company (unsegregated as a part of its general assets)] [an escrow agent] during the Restriction Period (and forfeited if the underlying Shares are forfeited), and paid over to the Participant (without interest) as soon as practicable after such period lapses (if not forfeited)]. Certificates for Shares (not subject to restrictionsrestrictions under the Plan) shall be delivered to the Grantee Participant or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stockthe Shares.
(iii) Subject to clauses clause[s] (iv), iv)[or (v) and (vi) )] below, upon if the Grantee’s Termination Participant has a termination of Service service by the Company or [and its Subsidiaries Subsidiaries] for Cause Cause, or by the Grantee Participant for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20reason, 2009) during the Restriction Period, then [(A)] all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the GranteeParticipant[, and (B) the Company shall pay to the Participant as soon as practicable (and in no event more than 30 days) after such termination an amount equal to the lesser of (x) the amount paid by the Participant for such forfeited Shares as contemplated by the Plan, and (y) the Fair Market Value on the date of termination of the forfeited Shares]. Except as otherwise provided herein or in the Plan, in the event of a termination of service during the Restriction Period, the Award made hereby shall automatically be forfeited and the shares of Common Stock subject to the Award shall be returned to the Company.
(iv) In the event the Grantee Participant has a Termination termination of Service service on account of deathdeath or Disability [Retirement], or Disability or on account the Participant has a termination of Termination of Service service by the Company [and its Subsidiaries] for any reason other than for Cause Cause[, or by in the Grantee for Good Reason event of a Change in Control (regardless of whether a termination follows thereafter),] during the Restriction Period, then the Restriction Period will immediately lapse on all Restricted Stock granted Shares. [Without limiting the foregoing, if the Participant's employment with the Company or any Subsidiary shall be terminated for Cause, the Participant's rights to the GranteeShares shall terminate in their entirety.]
(v) In [possible provisions as contemplated by Section 13 of the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Plan, regarding Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.in Control]
(vi) Termination Cessation of Service service as an employee shall not be treated as a termination cessation of employment for purposes of this Paragraph paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board)Committee, and the termination of such successor service shall be treated as the applicable termination.]
(vi) [possible provisions as contemplated by Section 8.5 of the Plan, regarding a "Section 83(b)" election]
(viii) The Committee may require that any stock certificates evidencing the Shares be held in custody by the Company until the restrictions hereunder shall have lapsed, and that the Participant shall have delivered a stock power, endorsed in blank, relating to the Shares. If and when such restrictions so lapse, the stock certificates shall be delivered by the Company to the Participant or his or her designee, and the Participant (or designee) shall own such Shares free and clear of all restrictions imposed hereby, free to hold or dispose of such shares in the Participant's (or designee's) discretion, subject to all applicable federal and state laws.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested, on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to whole Shares. Subject to the provisions of restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the DineEquity, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and DineEquity, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of DineEquity, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement following conditions and the Plan restrictions shall be subject apply to the following restrictions and conditionsRestricted Stock:
(ia) Subject to clauses (iii), (iv), (v) and (vi) belowExcept as otherwise provided in this Agreement, the period of restriction Restricted Stock and any Dividends shall be held by the Corporation until released to the Participant in accordance with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes terms of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed . The Restricted Stock and any Dividends shall be vestedreleased to Participant following the conclusion of the Measurement Period, to the extent that the following performance measures have been met or exceeded:
(i) as set forth on Appendix A (the "Internal Performance Measures"),
(ii) as set forth in Appendix B (the "Index Banks Performance Measures"), or
(iii) as set forth in Appendix C (the "Return on Equity Performance Measure"). Notwithstanding In applying the foregoingabove, the Restriction Period with respect to such Shares Appendix providing the highest award shall only lapse be used.
(b) The Participant shall not sell, transfer, pledge or assign any portion of the Restricted Stock except as to whole Shares. Subject to the provisions of specifically permitted by the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Shares .
(c) Any certificates evidencing shares of Restricted Stock awarded under issued in the name of the Participant or any evidence of such share ownership entered upon the stock records of the Corporation maintained by its transfer agent shall bear a legend or other appropriate restriction substantially of the following substance: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Compass Bancshares, Inc., 2002 Incentive Compensation Plan (and a Restricted Stock Award Agreement, dated __________, 2006, entered into between the registered owner and the Corporation. Copies of such Plan and Agreement are on file in the offices of the Corporation, 00 Xxxxx 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxxx 00000." Certificates evidencing the shares of Restricted Stock shall be held in custody by the Corporation until the shares have been released, and the Participant shall deliver a stock power, endorsed in blank, relating to the Restricted Stock simultaneously with the execution of this Agreement or have such Shares attached or garnished)as requested hereafter.
(iid) Except as provided in If Participant's employment terminates prior to the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect conclusion of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares Measurement Period (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20through Normal Retirement or Early Retirement, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, Death or Disability or on account Sale of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction PeriodCorporation), the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable terminationforfeited.
Appears in 1 contract
Samples: Performance Contingent Restricted Stock Award Agreement (Compass Bancshares Inc)
Restrictions and Conditions. The Restricted Stock Shares awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), and (iv), (v) and (vi) below, the period of restriction with respect to the Restricted Shares granted hereunder (the “"Restriction Period”") shall begin on the date hereof and lapse, if and as employment service continues, in equal installments with respect to [●] of the Restricted Shares granted hereunder, on each of the first three [●] anniversaries of the date hereof. For purposes of the Plan and this Agreement, Restricted Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Restricted Shares shall only lapse as to whole SharesShares (rounded down to the nearest whole Share). Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign the Restricted Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Restricted Shares of Restricted Stock(whether or not vested), all of the rights of a stockholder of the CompanyShareholder, including the right to vote the Restricted Shares and the right to receive any cash dividends. Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockShares.
(iii) Subject to clauses clause (iv), (v) and (vi) below, upon the Grantee’s 's Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board)Committee, and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Share Award Agreement (National Storage Affiliates Trust)
Restrictions and Conditions. The Shares of Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii)the other provisions of this Plan and the terms of the particular Award Agreements, (iv), (v) and (vi) below, during such period as may be determined by the period Committee commencing on the Date of restriction with respect to Shares granted hereunder Grant or the date of exercise of an Award (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing), the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares of Restricted Stock. Except for these limitations and the limitations set forth in Section 7.2 below, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock awarded under whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the Plan (or have date of the Award, such Shares attached or garnished)action is appropriate.
(ii) Except as provided in the foregoing clause sub-paragraph (i), below in this clause (iia) above or in the Planapplicable Award Agreement, the Grantee Participant shall have, in with respect of the Shares of to his or her Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares shares, and the right to receive any cash dividendsdividends thereon. Shares (not subject Certificates, if any are issued pursuant to restrictions) this Section 6.4, for the shares of Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be delivered promptly returned to the Grantee or his or her designee promptly afterCompany by the forfeiting Participant. Each Award Agreement shall require that each Participant, and only after, in connection with the Restriction Period shall lapse without forfeiture in respect issuance of such Shares of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the The Restriction Period, then all Shares still subject to restriction shall thereuponArticle 12 of the Plan, and with no further action, be forfeited unless otherwise established by the GranteeCommittee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole discretion.
(iv) In Except as otherwise provided in the event the Grantee has a particular Award Agreement, upon Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all nonvested shares of Restricted Stock granted to shall be forfeited by the Grantee.
(v) Participant. In the event the Grantee a Participant has a Termination of Service (other than a Termination of Service by paid any consideration to the Company for Cause) within 12 months following a Change of Control during the Restriction Periodsuch forfeited Restricted Stock, the Restriction Period will immediately lapse on Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or (2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock granted to shall cease and terminate, without any further obligation on the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director part of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable terminationCompany.
Appears in 1 contract
Samples: Business Combination Agreement (Avalon Acquisition Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(ia) Subject to clauses (iii), (iv), (v) and (vi) below, the period of restriction Commencing with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares Holder agrees that Holder has no right to, and shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreementnot, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledgepledge or assign, hypothecatein whole or in part, alienatethe Restricted Shares; provided, encumber or assign however, that the Shares foregoing restrictions shall lapse and be no longer in force and effect, in annual, cumulative increments of one-______ the number of Restricted Stock awarded under granted herein over a ____-year period, beginning with the Plan (first increment on _______, 20___. From and after each annual date, the shares as to which restrictions have lapsed shall be owned by Holder free and clear of all restrictions or have such Shares attached or garnished)limitations of this Agreement. As soon as reasonably practicable after the date the restrictions shall lapse, the Company shall deliver to Holder a certificate for the unrestricted shares.
(iib) Except as provided in this Agreement to the foregoing clause (i), below in this clause (ii) or in the Plancontrary, the Grantee Holder shall have, in with respect of to the Shares of Restricted Stock, all of the rights of a stockholder shareholder of the Company, including the right to vote the Shares shares and the right to receive any cash dividends. Shares (not Pursuant to Section 3 below, stock or other security dividends or stock splits issued with respect to Restricted Stock shall be treated as additional Restricted Stock that are subject to restrictions) shall be delivered the same restrictions and other terms and conditions that apply to the Grantee Restricted Stock with respect to which such dividends or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stocksplits are issued.
(iiic) Subject to clauses (iv), (v) and (vi) below, upon the GranteeUpon termination of Holder’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee service as an executive officer for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Periodterm of this Agreement, then all Shares shares still subject to restriction shall thereuponwill be forfeited, and with no further actionunless such termination is the result of Holder’s death or Disability, be forfeited by in which case the GranteeRestricted Stock subject to restriction will immediately vest.
(ivd) In the event of a Change in Control or Potential Change in Control of the Grantee has a Termination of Service on account of deathCompany, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted as to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period which restrictions have not lapsed will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service vest as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company date the Change in Control or Potential Change in such other capacity Control, as determined by the Committee (or if no Committee applicable, is appointed, the Board), and the termination of such successor service shall be treated as the applicable terminationdeemed to have occurred.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Coventry Health Care Inc)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested as to whole Shares. Subject one-fourth (1/4) of the Restricted Shares subject to the provisions Award on each of the first, second, third and fourth anniversaries of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited as to the unvested portion of the Award if the Participant does not remain continuously in the employment of the Company through the specified lapsing dates set forth above. So long as the shares of Common Stock are subject to restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of Dine Brands Global, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Dine Brands Global, Inc.)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (viiv) below, the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments lapse on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. following schedule: Notwithstanding the foregoing, unless otherwise expressly provided by the Committee, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, the Grantee shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecateanticipate, alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Certificates for Shares (not subject to restrictions) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted Stock. Certificates for Shares (not subject to restrictions under the Plan) shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares.
(iii) Subject to clauses clause (iv), (v) and (vi) below, upon if the Grantee’s Grantee has a Termination of Service by the Company or and its Subsidiaries on account of Termination for Cause or Voluntary Resignation (as such terms are defined in the limited liability company agreement of LJMCO Management Dedicated Team Pool LLC (the “Dedicated Agreement”), or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20reason, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of deathTermination Without Cause, or Death, Permanent Disability or on account of Termination of Service by Retirement (as such terms are defined in the Company for any reason other than for Cause or by the Grantee for Good Reason Dedicated Agreement), during the Restriction Period, then the Restriction Period will immediately lapse on all as to an additional one-third of the Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service and all remaining Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (CBRE Realty Finance Inc)
Restrictions and Conditions. The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject Subject to the following restrictions and conditions:
(i) Subject to clauses (iii), (iv), (v) and (vi) below, Participant’s continuous employment with the period of restriction with respect to Shares granted hereunder (the “Restriction Period”) shall begin on the date hereof and lapse, if and as employment continues, in equal installments on the first three anniversaries of the date hereof. For purposes of the Plan and this Agreement, Shares with respect to which the Restriction Period has lapsed shall be vested. Notwithstanding the foregoingCompany, the Restriction Period with respect applicable to such the Restricted Shares shall only lapse lapse, and the Restricted Shares shall become vested, on the third anniversary of the Date of Grant. Except as provided in Section 3, the Restricted Shares will be forfeited if the Participant does not remain continuously in the employment of the Company through the specified lapsing date set forth above. So long as the shares of Common Stock are subject to whole Shares. Subject to the provisions of restrictions imposed under the Plan and the Agreement:
(a) the shares shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing the Award shall be registered in the Participant’s name;
(b) all such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Award in the event the Award is forfeited in whole or in part;
(c) the record address of the holder of record of such shares shall be care of the Secretary of the Company at the Company’s principal executive office;
(d) such shares shall bear a restrictive legend, as follows: “The transferability of this Agreementcertificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Dine Brands Global, during Inc. 2016 Stock Incentive Plan and a Restricted Stock Award Agreement entered into between the Restriction Periodregistered owner and Dine Brands Global, Inc. Copies of such Plan and Agreement are on file in the Grantee offices of Dine Brands Global, Inc.”;
(e) such shares shall bear any additional legend which may be required pursuant to Section 5.6 of the Plan; and
(f) the Participant shall not be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber pledge or assign the Shares shares, except as described in Section 4 below. As of Restricted Stock awarded under the Plan (or have such Shares attached or garnished).
(ii) Except as provided in the foregoing clause (i), below in this clause (ii) each lapsing date set forth above or in Section 3, subject to the PlanCompany’s right to require payment of any taxes as described in Section 8 below, the Grantee restrictions shall havebe removed from the requisite number of any shares of Common Stock that are held in book entry form, in respect and all certificates evidencing ownership of the Shares requisite number of Restricted Stock, all shares of the rights of a stockholder of the Company, including the right to vote the Shares and the right to receive any cash dividends. Shares (not subject to restrictions) Common Stock shall be delivered to the Grantee or his or her designee promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such Shares of Restricted StockParticipant.
(iii) Subject to clauses (iv), (v) and (vi) below, upon the Grantee’s Termination of Service by the Company or its Subsidiaries for Cause or by the Grantee for any reason other than Good Reason (as defined in the employment agreement by and between NRDC Acquisition Corp. and the Grantee dated October 20, 2009) during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee.
(iv) In the event the Grantee has a Termination of Service on account of death, or Disability or on account of Termination of Service by the Company for any reason other than for Cause or by the Grantee for Good Reason during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(v) In the event the Grantee has a Termination of Service (other than a Termination of Service by the Company for Cause) within 12 months following a Change of Control during the Restriction Period, the Restriction Period will immediately lapse on all Restricted Stock granted to the Grantee.
(vi) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 2 if the Grantee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Committee (or if no Committee is appointed, the Board), and the termination of such successor service shall be treated as the applicable termination.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Dine Brands Global, Inc.)
