Restrictions and Vesting a) Subject to the terms of the Plan, and until the passage of the time periods specified in Paragraphs 4(b) and 4(c) below, the Recipient shall not be allowed at any time to sell, transfer, convey, exchange, give, assign, pledge, encumber, or otherwise dispose of (“Transfer”) all or a portion of any interest in the Restricted Stock or the Vested Shares (as hereinafter defined). Any attempted Transfer shall be void and shall not transfer ownership in, title to, or any rights respecting the Restricted Stock or the Vested Shares, as applicable.
b) Subject to the requirements of Paragraph 4(c), the restrictions with respect to all of the Shares of Restricted Stock shall lapse on the day immediately preceding the Company’s first annual meeting of its stockholders next following the Grant Date (the “Vesting Date”) and all of the Shares shall be fully vested on such date, so long as the Recipient continues to serve as a member of the Board at all times from the Grant Date through the Vesting Date. If the Recipient ceases to be a member of the Company’s Board at any time prior to the Vesting Date, all of the Shares of Restricted Stock granted hereunder shall be forfeited as of the date the Recipient ceases to be a member of the Board. The Shares of Restricted Stock which become vested pursuant to this Paragraph 4(b) shall be referred to herein as “Vested Shares”.
c) As a condition to receiving the grant of Restricted Stock, the Recipient agrees to hold, for a period of three (3) years from the Vesting Date, Vested Shares equal to sixty percent (60%) of the Vested Shares.
Restrictions and Vesting. (a) Except as provided in this Agreement, shares of Restricted Stock are not transferable and are subject to a substantial risk of forfeiture until vested as set forth in Section 2(b). The Grantee’s interest in the Restricted Stock shall become transferable and nonforfeitable as of the vesting dates provided in Section 2(b) (each, a “Vesting Date”), provided the Grantee is a member of the Board on the Vesting Date and has been a member throughout the period beginning on the date of this Agreement and ending on the applicable Vesting Date. If the Grantee’s membership on the Board is terminated for any reason, any unvested shares of Restricted Stock shall be forfeited by the Grantee without consideration.
(b) The Restricted Stock shall vest, become transferable and no longer be subject to a substantial risk of forfeiture pursuant to the following schedule: (i) fifty percent (50%) of the shares of Restricted Stock (rounded down to the nearest whole share) shall vest and the transfer restrictions thereon shall lapse on the first anniversary of the date of this Agreement; and (ii) the remaining number of unvested shares of Restricted Stock shall vest and the transfer restrictions thereon shall lapse on the second anniversary of the date of this Agreement.
Restrictions and Vesting. Employee hereby accepts the Award of the Restricted Stock Units and agrees with respect thereto as follows:
Restrictions and Vesting. (a) Subject to the terms set forth in this Agreement, provided that the RSA Holder has remained a full-time employee of the Company through that date, the Restricted Shares will vest on the following dates (each, a “Vesting Date”) as follows:
(i) ( of the Restricted Shares) Shares on the anniversary of the Grant Date;
(ii) an additional ( of the Restricted Shares) Shares on the anniversary of the Grant Date; and
(iii) the remaining ( of the Restricted Shares) on the anniversary of the Grant Date.
(b) Upon the death or Disability of the RSA Holder, all outstanding Restricted Shares under this Agreement shall immediately vest in full.
(c) If there is an employment agreement (or other agreement providing for treatment of equity awards upon a Change in Control of the Company) by and between the RSA Holder and the Company on the date of the RSA Holder’s termination of employment, then the terms of such agreement shall apply instead of the terms of this Section 2(c). Otherwise, in the event of the involuntary termination of the RSA Holder’s employment by the Company other than for Cause within the 12-month period following a Change in Control, or the voluntary termination of the RSA Holder’s employment by the RSA Holder for Good Reason within the 12-month period following a Change in Control, the Restricted Shares will become fully vested, with all applicable performance requirements, if any, being deemed to have been satisfied at the target level applicable to such Shares.
Restrictions and Vesting. Director hereby accepts the Award of the Restricted Stock Units and agrees with respect thereto as follows:
Restrictions and Vesting. Except as otherwise provided in the 2002 Plan or in Section 4 of this Agreement, the Restricted Stock award so issued and granted to Participant shall vest and become transferable by the Participant two years from the award date.
Restrictions and Vesting. The Restricted Shares will be restricted from sale, pledge (as loan collateral or otherwise), encumbrance (by operation of law or otherwise), or transfer in any manner, with such restrictions lapsing (i.e. vesting) on the earlier of (i) termination of service as a Director due to retirement (as approved by the Committee administering the Plan); (ii) the occurrence of a Change in Control Transaction as defined in Section 2. of the Plan; or (iii) the date set forth above. Any attempt to transfer or encumber the Restricted Shares prior to such time shall be null and void and shall void this Agreement.
Restrictions and Vesting. (a) Until the passage of the time periods or the occurrence of the events specified in Paragraph 4(b) below, the Recipient shall not sell, transfer, convey, pledge, encumber, or otherwise dispose of all or a portion of any interest in the Stock.
(b) Subject to this Agreement, the restrictions hereunder shall lapse on the first to occur of the following dates or events, whichever is applicable:
(i) Total Number of Shares Date Restrictions Lapse
(ii) Total Number of Shares Event on Which Restrictions Lapse Recipient’s Death or Disability as defined in the Plan Termination by the Company without “Cause” as defined in the Employment Agreement Occurrence of a Change in Control, as defined in Exhibit C to the Employment Agreement Except as provided above, any Stock the restrictions on which have not lapsed upon the Recipient’s termination of employment shall be forfeited immediately and this statement shall constitute the written notice required under the Plan of such forfeiture.
Restrictions and Vesting. Unless sooner forfeited in accordance with Section 4 hereof, shares of the Restricted Stock shall vest ninety percent on the first anniversary of the Effective Date, five percent on the second anniversary of the Effective Date and five percent on the third anniversary of the Effective Date.
Restrictions and Vesting. (a) Subject to the terms set forth in this Agreement, provided that the RSA Holder is still a full-time employee of the Company at that time, the Payout Percentage of the number of Restricted Shares will vest on the last day of the Company’s 20___ fiscal year (the “Vesting Date”). The Payout Percentage shall be the sum of the EBIT Percentage and the Net Income Percentage.
(b) The EBIT Percentage shall be based on the Company’s EBIT margin for the Company’s 20___ fiscal year compared to the EBIT margin of the Xxxxx Industrial Company Composite for calendar year 20___ as follows: [Insert Table For Individual Awards] If the EBIT Margin is equal to or greater than the level to have some EBIT Percentage, but less than or equal to the maximum level, and the EBIT Margin actually attained is not represented in the table set forth above, then the EBIT Percentage shall be determined by straight-line interpolation from the amounts specified in such table immediately less than and greater than the EBIT Margin actually attained.
(c) The Net Income Percentage shall be based on the Company’s net income for the Company’s 20___ fiscal year as follows:
