Terms and Conditions of the Award. A. This Agreement sets forth the terms and conditions applicable to the Award of Restricted Stock Units confirmed in the Grant Notice. The Award of Restricted Stock Units is made under Article VII of the Plan. Unless and until the Restricted Stock Units are vested and certified in the manner set forth in paragraph 1.F. and 2.A. hereof, the Participant shall have no right to settlement of any such Restricted Stock Units.
B. The Committee may terminate the Award at any time on or prior to the Vesting Date (as defined in the Grant Notice) if, in its sole discretion, the Committee determines that the Participant is no longer in a position to have a substantial opportunity to influence the long-term growth of the Company.
C. Prior to settlement of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made and the Participant shall have no greater rights than an unsecured general creditor of the Company. Except as otherwise specifically provided in the Grant Notice or this Agreement, the Participant shall have no rights as a stockholder of the Company by virtue of any Restricted Stock Units granted under this Award unless and until such Award is determined to be vested and resulting shares of Common Stock are issued to the Participant.
D. If the Participant’s employment with the Company terminates prior to the Vesting Date but after the first anniversary of the Date of Grant because of retirement, disability or job elimination (each, as determined in the Committee’s sole discretion), the Participant shall be entitled to the same Award to which the Participant would have been entitled had the Participant’s employment continued through the Vesting Date (based on actual performance as measured against the Award Goals), and such Award shall be paid as soon as practicable following the Certification Date (as defined below), subject to paragraph 2.C. hereof; provided, however, that the Committee, in its sole discretion, may determine that the Participant will be entitled to a lesser Award. In the event of the Participant’s death during his or her employment with the Company prior to the Vesting Date but after the first anniversary of the Date of Grant, the Participant...
Terms and Conditions of the Award. The grant of Restricted Stock provided herein shall be subject to the following terms, conditions and restrictions:
Terms and Conditions of the Award. The following terms and conditions shall apply:
Terms and Conditions of the Award. 1. Applicant and Proposed Guarantor(s) [Applicant to insert name and address/email/phone no.] Applicant shall also complete one Exhibit 4 for each proposed Guarantor, listing the name and address/email/phone no. of the proposed Guarantor. Each proposed Guarantor(s) must meet the conditions described in Section 7 below.
Terms and Conditions of the Award. 2.1 The award of restricted stock to the Employee will be granted from his date of appointment as noted on his contract of employment.
2.2 The vesting of any portion of the award is subject to the employee being employed and achieving a 70% score on the assessment of his performance during the 12 month period preceding each vesting date. The assessment will be carried out by the C.E.O. against criteria agreed with the Employee.
2.3 In terms of the award approved by the Board and subject to paragraph 2.2 above, the Employee will be entitled to vest the Shares in three tranches, as follows:
2.3.1 in respect of the first one-third of the shares, i.e.12,000, after 12 months’ service have elapsed, i.e. from the date the restricted stock was awarded;
2.3.2 in respect of the second third of the of the shares, i.e. 12,000, after 24 months’ service have elapsed from the date the restricted stock was awarded;
2.3.3 in respect of the remaining last third of the shares, i.e. 12,000, after 36 months’ service have elapsed from the date the restricted stock was awarded.
2.4 In the event of a change of ownership of the Company, which has the affect that the Employee is not offered an equivalent position by the new Employer (i.e. Financial Director of a publicly listed Company), all the restricted stock will vest on the date of the ownership change. THUS DONE and SIGNED by D. Xxxx Xxxxxxx at Zurich on this the 18 day of April 2007, in the presence of the undersigned witnesses, the signatory hereby warranting by his signature that he is duly authorised thereto.
2. s/ D. Xxxx Xxxxxxx For and on behalf of: RANDGOLD RESOURCES LIMITED Capacity: Chief Executive Officer THUS DONE and SIGNED by the EMPLOYEE at Dakar on this the 28th day of April 2007, in the presence of the undersigned witnesses, the signatory hereby warranting by his signature that he is duly authorised hereto.
2. s/ Xxxxxx X. Xxxxxxxxxxxx
Terms and Conditions of the Award. 1. Applicant and Guarantor:
Terms and Conditions of the Award. This provision supplements paragraph 1 of the Agreement: By accepting the Restricted Stock Units, the Participant agrees that (i) the Participant is making an investment decision, and (ii) the value of the underlying shares of Common Stock is not fixed and may increase or decrease over the vesting and holding periods without compensation to the Participant.
Terms and Conditions of the Award. 1. Applicant and Guarantor: [APPLICANT NAME] [ADDRESS] [CITY/STATE][ZIP] [PROJECT NAME] [GUARANTOR NAME] [ADDRESS] [CITY/STATE][ZIP] Guarantor will execute and deliver the Guaranty Agreement, which will include a completion guaranty, operating deficit guaranty, and limited personal obligations (non-recourse carve-outs). Guarantor must be a capitalized person or entity who has an economic interest in Applicant, or who will otherwise obtain a material financial benefit from the Gap Financing Loan, with adequate liquid financial resources to satisfy a demand under the Guaranty Agreement.
Terms and Conditions of the Award. For the one-time, Retention Equity Award, you will receive a grant of restricted stock units (RSUs) with a $250,000 target value in November 2019.
Terms and Conditions of the Award
