Shares of Restricted Stock. If you satisfy the conditions described in this Award Agreement, the Plan and the Prospectus, as supplemented, the restrictions imposed on your Restricted Stock will be removed and you will own the underlying common shares. You also must arrange to pay any taxes due. Normally, on [Vesting Date], the Committee (as defined in the Plan) will ascertain if you have satisfied the conditions imposed on your Restricted Stock. If you have not, your Restricted Stock will be forfeited. If you have, as soon as administratively practicable after [Vesting Date], these common shares will be distributed to you, free of any restrictions. Your Restricted Stock will be held in escrow until it is settled or forfeited. The restrictions imposed on your Restricted Stock normally will be met if you are actively employed by the Company or any Affiliate or Subsidiary (as defined in the Plan) on [Vesting Date] and all other conditions described in this Award Agreement, the Plan and the Prospectus, as supplemented, are met. The federal income tax treatment of your Restricted Stock is discussed in the Plan’s Prospectus, as supplemented. Normally, your Restricted Stock will be settled on [Vesting Date]. However, the unvested portion of your Restricted Stock will be forfeited if you terminate employment before [Vesting Date]. You also will forfeit any outstanding Restricted Stock and must return to the Company all common shares and other amounts you have received through the Plan if, without our consent, you do any of the following within 180 days before and 730 days after terminating employment: [a] You serve (or agree to serve) as an officer, director, consultant or employee of any proprietorship, partnership, corporation or other entity or become the owner of a business or a member of a partnership that competes with any portion of the Company’s (or any Affiliate’s or Subsidiary’s) business with which you have been involved any time within five years before termination of employment or render any service (including, without limitation, advertising or business consulting) to entities that compete with any portion of the Company’s (or any Affiliate’s or Subsidiary’s) business with which you have been involved any time within five years before termination of employment; AUSTRIAN FORM [b] You refuse or fail to consult with, supply information to or otherwise cooperate with the Company or any Affiliate or Subsidiary after having been requested to do so; [c] You deliberately engage in any ...
Shares of Restricted Stock granted to Participants under the Plan shall be subject to the following terms and conditions:
(a) Restricted Stock granted to Participants may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restricted Period;
(b) The Participant as owner of such shares shall have all the rights of a stockholder, including but not limited to the right to vote such shares and, except as otherwise provided by the Committee or as otherwise provided by the Plan, the right to receive all dividends and other distributions paid on such shares;
(c) Each certificate issued in respect of shares of Restricted Stock granted under the Plan shall be registered in the name of the Participant but, at the discretion of the Committee, each such certificate may be deposited with the Company with a stock power endorsed in blank or in a bank designated by the Committee;
(d) The Committee may award Restricted Stock as Performance-Based Compensation, which shall be Restricted Stock that will be earned (or for which earning is accelerated) upon the achievement of Performance Goals established by the Committee and the Committee may specify the number of shares that will be earned upon achievement of different levels of performance; except as otherwise provided by the Committee, achievement of maximum targets during the Performance Period shall result in the Participant's earning of the full amount of Restricted Stock comprising such Performance-Based Compensation and, in the discretion of the Committee, achievement of the minimum target but less than the maximum target, the Committee may result in the Participant's earning of a portion of the Award; and
(e) Except as otherwise provided by the Committee, any Restricted Stock which is not earned by the end of a Restricted Period or Performance Period, as the case may be, shall be forfeited. If a Participant's Date of Termination occurs prior to the end of a Restricted Period or Performance Period, as the case may be, the Committee may determine, in its sole discretion, that the Participant will be entitled to settlement of all or any portion of the Restricted Stock as to which he or she would otherwise be eligible, and may accelerate the determination of the value and settlement of such Restricted Stock or make such other adjustments as the Committee, in its sole discretion, deems desirable. Subject to the limitations of the Plan and the Award of Restricted Stock, upon the vesting of Restricted Stock, such Restricted ...
Shares of Restricted Stock. If you satisfy the conditions described in this Award Agreement, the Plan and the Prospectus, as supplemented, the restrictions imposed on your Restricted Stock will be removed and you will own the underlying common shares. You also must arrange to pay any taxes due on settlement. Normally, on [Vesting Date], the Committee (as defined in the Plan) will ascertain if you have satisfied the conditions imposed on your Restricted Stock. If you have not, your Restricted Stock will be forfeited. If you have, as soon as administratively practicable after [Vesting Date], these common shares (net of any Shares withheld to meet any tax – see next section) will be distributed to you, free of any restrictions. Your Restricted Stock will be held in escrow until it is settled or forfeited. The restrictions imposed on your Restricted Stock normally will be met if you are actively employed by the Company or any Affiliate or Subsidiary (as defined in the Plan) on [Vesting Date] and all other conditions described in this Award Agreement, the Plan and the Prospectus are met.
Shares of Restricted Stock. 9.11 Signing Date ..........................................................................................
Shares of Restricted Stock. With respect to 366,667 shares of the Restricted Stock, the risk of forfeiture shall terminate on September 11, 2013. With respect to the balance of 183,333 shares of Restricted Stock:
(A) the risk of forfeiture shall terminate monthly on 30,555 shares of Restricted Stock, on the last day of the months of October 2013 through February 2014, inclusive; and
(B) the risk of forfeiture shall terminate with respect to 30,558 shares of Restricted Stock on the last day of March 2014.
Shares of Restricted Stock. The Company hereby grants to the Grantee the shares of Common Stock (the “Shares”) set forth in the Notice of Grant of Restricted Stock.
Shares of Restricted Stock. The Restricted Stock shall be fully paid and nonassessable and shall be represented by a certificate registered in the name of the Grantee and bearing a legend referring to the restrictions hereinafter set forth.
Shares of Restricted Stock which have not been released from the Repurchase Right pursuant to subsection (a) are referred to herein as "Unvested Shares."
Shares of Restricted Stock. [ ] ----------------------------------------- -------------------------------- SCHEDULED NUMBER OF SHARES VESTING DATES ("SHARES") ----------------------------------------- -------------------------------- ----------------------------------------- -------------------------------- August 22, 2004 (or if the common stock price closes at or above $4.25, whichever occurs first) ----------------------------------------- -------------------------------- ----------------------------------------- -------------------------------- August 22, 2005 (or if the common stock price closes at or above $5.10, whichever occurs first) ----------------------------------------- -------------------------------- Your signature below indicates your agreement and understanding that this grant is subject to all of the terms and conditions contained in this Agreement and the Plan. For example, important additional information on vesting and forfeiture of the Shares covered by this grant is contained in Paragraphs 3 and 4 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE TO EXECUTE THIS AGREEMENT AS A CONDITION TO RECEIVING ANY SHARES. MILLENNIUM CELL INC. HOLDER By: _______________________________ ______________________________ Name: Name: Title: APPENDIX A TERMS AND CONDITIONS OF RESTRICTED STOCK
Shares of Restricted Stock. You shall be entitled to receive all dividends payable with respect to any Shares of Restricted Stock issued in respect of Stock Units that vest if and to the extent dividends are paid on outstanding Shares, provided the applicable record date for the dividend occurs on or after the date the Restricted Stock is issued to you. Any such dividends shall be paid at the same time other stockholders of the Company receive the dividend.
