Terms of Restricted Stock. (a) Prior to the expiration of the Restricted Period the Participant shall not sell, transfer, pledge or otherwise encumber ("Transfer") the Restricted Stock and any such Transfer shall be void. After the Restricted Period the Participant shall not Transfer the Restricted Stock in any manner that could violate any securities laws or result in short swing profits.
(b) The Participant shall not be entitled to delivery of a certificate evidencing the shares of Restricted Stock until the expiration or termination of the Restricted Period and the satisfaction of any and all other conditions specified in this Grant Agreement.
(c) Any shares of Restricted Stock which are forfeited pursuant to this Grant Agreement shall be cancelled and all rights of the Participant with respect to such forfeited shares of Restricted Stock shall terminate without further obligation on the part of the Company upon the occurrence of any of the events set forth below in subsection 4.4.
Terms of Restricted Stock. The shares of Restricted Stock issued in settlement of the Performance Shares are subject to the following terms and conditions:
Terms of Restricted Stock. The grant of Restricted Stock provided in Section 1 hereof will be subject to the following terms, conditions and restrictions:
Terms of Restricted Stock. (a) The Restricted Stock is subject to forfeiture as provided herein and, during the Restriction Period defined below, may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of by the Participant, other than by will or by the laws of descent and distribution of the state in which the Participant resides on the date of his death. The period during which the Restricted Stock is not vested and is subject to transfer restrictions is referred to herein as the "Restriction Period."
(b) Except as otherwise provided in this Agreement or the Plan, each share of Restricted Stock shall vest and no longer be subject to forfeiture or any transfer restrictions hereunder on the third anniversary of its acquisition by the Participant, so long as the Participant has remained continuously employed by the Company from such acquisition date through such third anniversary.
(c) In the event of (i) the Participant's termination of employment with the Company by reason of death or Disability (for purposes of this Section 3, "Disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code at any time such definition is more restrictive than the Plan definition of "Disability"), (ii) his termination of employment with the Company on or after his attainment of eligibility for retirement (as determined by the Board from time to time), or (iii) a Change in Control (provided that such Change in Control also constitutes a "change in ownership or effective control" of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code), any portion of the Restricted Stock that has not vested shall immediately vest and no longer be subject to forfeiture or any transfer restrictions hereunder; provided that in the case of a Participant who is a "specified employee" within the meaning of Section 409A(a)(2)(B) of the Code, such Restricted Stock shall not vest before the date which is six months after the date of the Participant's separation from service (or, if earlier, the date of his death). If the Participant's employment with the Company is terminated for any other reason, voluntarily or involuntarily, prior to the expiration of the Restriction Period for any shares of Restricted Stock acquired pursuant to this Agreement by the Participant, then (X) any portion of the Restricted Stock acquired by the Participant pursuant to the Company Match that has not vested as of the date of employment termination shall immediately be forfeited, owne...
Terms of Restricted Stock. The grant of PARS provided in Section 1 hereof shall be subject to the following terms, conditions and restrictions:
(a) The Grantee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in shares of Common Stock in respect of the PARS until such PARS have vested and been distributed to the Grantee in the form of shares of Common Stock.
(b) Except as provided in this Section 2 (b), the PARS and any interest therein may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, prior to the distribution of the Common Stock in respect of such PARS and subject to the conditions set forth in the Plan and this Agreement. Any attempt to transfer PARS in contravention of this Section is void AB INITIO. PARS shall not be subject to execution, attachment or other process. Notwithstanding the foregoing, the Grantee shall be permitted to transfer PARS to members of this or her immediate family (I.E., children, grandchildren or spouse), trusts for the benefit of such family members, and partnerships whose only partners are such family members; provided, however, that no consideration can be paid for the transfer of the PARS and the transferee of the PARS shall be subject to all conditions applicable to the PARS (including all of the terms and conditions of this Agreement) prior to transfer.
Terms of Restricted Stock. (a) This Article 2 sets out the terms applicable to any shares of Restricted Stock that may be delivered pursuant to Article 1 hereof. Subject to the terms and conditions of this Agreement, the Plan and the PSIP, the Restricted Stock payable to the Participant pursuant to Section 1.3, Section 1.5 or Section 1.6 shall be issued for good and valuable consideration, which the Company has determined to exceed the par value of the Company’s common stock.
(b) The Restricted Stock shall be evidenced in such manner as the Company may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate or book-entry credit issued or entered in respect of the Restricted Stock shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to the Restricted Stock substantially in the following form: “The transferability of this certificate (if certificated) and the shares of stock represented hereby is subject to the terms and conditions (including forfeiture) of the Altra Industrial Motion Corp. 2014 Omnibus Incentive Plan and an Award Agreement between the Altra Industrial Motion Corp. and the stockholder, as well as the terms and conditions of applicable law. Copies of such Plan and Agreement are on file at the offices of Altra Industrial Motion Corp.”
Terms of Restricted Stock. Employee hereby accepts the Restricted Stock and agrees with respect thereto as follows:
Terms of Restricted Stock. Executive hereby accepts the Restricted Stock and agrees with respect thereto as follows:
Terms of Restricted Stock. The grant of RSUs provided in Section 1 hereof shall be subject to the following terms, conditions and restrictions:
(a) The Grantee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in shares of the Company's common stock, $.01 par value per share (the "Common Stock") in respect of the RSUs until such RSUs have vested and been distributed to the Grantee in the form of shares of Common Stock.
(b) Except as provided in this Section 2(b), the RSUs and any interest therein may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, prior to the distribution of the Common Stock in respect of such RSUs and subject to the conditions set forth in the Plan and this Agreement. Any attempt to transfer RSUs in contravention of this Section is void AB INITIO. RSUs shall not be subject to execution, attachment or other process. Notwithstanding the foregoing, the Grantee shall be permitted to transfer RSUs to members of his or her immediate family (I.E., children, grandchildren or spouse), trusts for the benefit of such family members, and partnerships whose only partners are such family members; provided, however, that no consideration can be paid for the transfer of the RSUs and the transferee of the RSUs shall be subject to all conditions applicable to the RSUs (including all of the terms and conditions of this Agreement) prior to transfer.
Terms of Restricted Stock. The restricted stock will be issued pursuant to the Akamai option plan and will be subject to all of the terms and conditions of that option plan. Our statements concerning the Akamai option plan and the restricted stock are merely summaries and do not purport to be complete. The statements are subject to, and are qualified in their entirety by reference to, all provisions of the Akamai option plan and the restricted stock agreement between you and us. The forms of restricted stock agreement have been filed as exhibits to our Tender Offer Statement on Schedule TO which has been filed with the Securities and Exchange Commission (which we refer to as the SEC) and a sample is included with this document. Please contact Xxxxxx Xxxx at (617) 250-4612 or Xxxxxx Spruce at (000) 000-0000 or send an email to xxxxxxxxxxxxxxx@xxxxxx.xxx to receive copies of the Akamai option plan or forms of restricted stock agreement. Copies will be furnished promptly at our expense. Awards of restricted stock under the Akamai option plan may be made to any of our employees, officers, directors, consultants and advisors. The maximum number of shares that may be granted to an eligible individual under the Akamai option plan in any calendar year is 3,600,000. The shares of restricted stock you receive in exchange for tendered options accepted for payment will be subject to forfeiture and other restrictions until the shares vest. These restrictions include prohibitions against sale, assignment, transfer, exchange, pledge, hypothecation or other encumbrance, other than by will or the laws of descent and distribution, in each case until the shares have vested. In addition, if your tendered options were subject to special vesting arrangements, including (but not limited to) accelerated vesting of those options under certain circumstances described in your employment offer letter or elsewhere, those special vesting arrangements will NOT apply to the shares of restricted stock.
