The Award is Conditional and is Subject to Forfeiture Sample Clauses

The Award is Conditional and is Subject to Forfeiture. The award and the Participant’s right to become the owner of the shares are subject to two conditions, are subject to forfeiture if the conditions are not satisfied, and will not be considered vested until the conditions are satisfied or waived. The two conditions consist of a service condition and a performance condition.
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The Award is Conditional and is Subject to Forfeiture. The only condition to unrestricted ownership of the shares awarded by this Restricted Stock Award Agreement that must be satisfied by the Participant is that the Participant must maintain continuous service with Cortland Bancorp or a Related Entity for years after the effective date. Until the , 20 vesting date, the Restricted Stock awarded by this Restricted Stock Award Agreement will be held by Cortland Bancorp as escrow agent and will be unvested. If the Participant maintains continuous service with Cortland Bancorp or a Related Entity until the , 20 vesting date, the Award will be fully vested and non-forfeitable on that date and the Participant will then possess all right, title, and interest in the shares. If the Participant does not maintain continuous service with Cortland Bancorp or a Related Entity until the vesting date, the Award will be forfeited in its entirety by the Participant effective as of the date the Participant’s service terminates, unless in its sole discretion the board of directors elects to accelerate the Participant’s vesting in and right to all or a portion of the Award when the Participant’s service terminates. However, if a Change in Control occurs before the vesting date and if the Participant maintains continuous service with Cortland Bancorp or a Related Entity through the date of the Change in Control, on the date of the Change in Control the Award will be fully vested and non-forfeitable and the Participant thereafter will possess all right, title, and interest in the shares.
The Award is Conditional and is Subject to Forfeiture. The only condition to unrestricted ownership of the shares awarded by this Restricted Stock Award Agreement that must be satisfied by the Participant is that the Participant must maintain continuous employment with Middlefield or a Related Entity for sixty (60) days after the effective date. Until the end of that sixty day period the Restricted Stock awarded by this Restricted Stock Award Agreement shall be held by Middlefield as escrow agent and shall be considered unvested. If the Participant maintains continuous employment with Middlefield or a Related Entity until sixty days after the effective date of this Restricted Stock Award Agreement, the Award shall become fully vested and non-forfeitable and the Participant thereafter shall possess all right, title, and interest in and to the shares. If the Participant does not maintain continuous employment with Middlefield or a Related Entity until sixty days from the effective date of this Restricted Stock Award Agreement, whether because of voluntary or involuntary termination, termination because of disability, or death, the Award shall be forfeited in its entirety by the Participant effective as of the date the Participant’s employment terminates, unless in its sole discretion the Plan Committee elects to accelerate the Participant’s vesting in and right to all or a portion of the Award when the Participant’s employment terminates. However, if a Change in Control occurs prior to sixty days from the effective date of this Restricted Stock Award Agreement and if the Participant maintains continuous employment with Middlefield or a Related Entity through the date of the Change in Control, on the date of the Change in Control the Award shall become fully vested and non-forfeitable and the Participant thereafter shall possess all right, title, and interest in and to the shares.
The Award is Conditional and is Subject to Forfeiture. The Restricted Stock shall vest in equal thirds on the first three anniversaries of the Award Date, becoming 100% vested on the third anniversary, provided that on each vesting date the Participant has maintained continuous employment with Cortland Bancorp or a Related Entity through the vesting date. Except as otherwise provided in the 2015 Omnibus Equity Plan or in this Restricted Stock Award Agreement, shares of Restricted Stock that have not already become vested when the Participant’s employment termination occurs will be forfeited in its entirety by the Participant effective as of the date the Participant’s employment terminates, unless in its sole discretion the Plan Committee elects to accelerate the Participant’s vesting in and right to all or a portion of the Award when the Participant’s employment terminates. However, if a Change in Control occurs before the vesting date and if the Participant maintains continuous employment with Cortland Bancorp or a Related Entity through the date of the Change in Control, on the date of the Change in Control the Award will be fully vested and non-forfeitable and the Participant thereafter will possess all right, title, and interest in the shares.

Related to The Award is Conditional and is Subject to Forfeiture

  • Restrictions; Forfeiture The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as described in Section 5 or 6 of this Agreement. The Restricted Shares are also restricted in the sense that they may be forfeited to the Company (the “Forfeiture Restrictions”). You hereby agree that if the Restricted Shares are forfeited, as provided in Section 6, the Company shall have the right to deliver the Restricted Shares to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to the Company.

  • Restrictions and Forfeiture (i) All Class B Units when issued shall be subject to forfeiture and shall constitute “Restricted Class B Units” and shall remain subject to forfeiture as provided in this Section 16.2(a) until the requirements of this Section 16.2(a) have been satisfied.

  • Restricted Stock Units Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Forfeiture of Award 4.1 If, at any time during the Award Recipient’s employment by the Company or within 18 months after termination of employment, the Award Recipient engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including but not limited to: (a) conduct relating to the Award Recipient’s employment for which either criminal or civil penalties against the Award Recipient may be sought, (b) conduct or activity that results in termination of the Award Recipient’s employment for cause, (c) violation of the Company’s policies, including, without limitation, the Company’s xxxxxxx xxxxxxx policy and corporate compliance program, (d) accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company who was employed at any time during the Award Recipient’s tenure with the Company, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its lines of business (a “competitor”), except for (A) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by the Award Recipient during the Award Recipient’s tenure with the Company, but only if provided in the good faith and reasonable belief that such action would benefit the Company by promoting good business relations with the competitor and would not harm the Company’s interests in any substantial manner or (B) any other service or assistance that is provided at the request or with the written permission of the Company, (e) disclosing or misusing any confidential information or material concerning the Company, (f) engaging in, promoting, assisting or otherwise participating in a hostile takeover attempt of the Company or any other transaction or proxy contest that could reasonably be expected to result in a Change of Control (as defined in the Plan) not approved by the CenturyTel Board of Directors or (g) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company, or taking any other action that could reasonably be expected to injure the Company in its business relationships with any of the foregoing parties or result in any other detrimental effect on the Company, then the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on the date on which the Award Recipient engages in such activity and (i) all shares of Common Stock acquired by the Award Recipient pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if no longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities or other assets received by the Award Recipient upon the sale or transfer of such stock or securities, and (ii) all unvested shares of Restricted Stock shall be forfeited.

  • Options Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Award Subject to Plan By entering into this Award Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Award is subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

  • Expiration of Restrictions and Risk of Forfeiture Unless otherwise provided in Section 7 below, the restrictions on the Restricted Stock Units granted pursuant to this Agreement, including the Forfeiture Restrictions, will expire on September 30, 2014, and shares of Stock that are nonforfeitable and transferable will be issued to you in payment of your vested Restricted Stock Units as set forth in Section 5, provided that you remain in the continuous employ of, or a service provider to, the Company or its Subsidiaries until September 30, 2014.

  • Forfeiture of Awards The Restricted Stock Units granted hereunder (and gains earned or accrued in connection therewith) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Administrator or the Board from time to time and communicated to the Employee or as required by applicable law, and are otherwise subject to forfeiture or disgorgement of profits as provided by the Plan.

  • Nontransferability of Award and Shares The Award, and any Award payout, shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession. The designation of a beneficiary in accordance with Plan procedures does not constitute a transfer; provided, however, that unless disclaimer provisions are specifically included in a beneficiary designation form accepted by the Administrator, no beneficiary of the Participant may disclaim the Award.

  • Acceleration of Stock Options The Company shall accelerate and make immediately exercisable any and all unmatured stock options (whether or not such stock options are otherwise exercisable) which Executive then holds to acquire securities from the Company; provided, however, that Executive shall have ninety (90) days after such termination of employment to exercise any outstanding stock options and after such ninety (90) days any and all unexpired stock options shall lapse; and, provided, further, however, any tax benefit provisions with respect to any stock options shall apply to any and all unmatured stock options (whether or not such stock options are otherwise exercisable). If as a result of such acceleration of incentive stock options the $100,000 limitation would be exceeded with respect to an optionee, such incentive stock options shall be converted, as of the date such incentive stock options become exercisable, to non-qualified stock options to the extent necessary to comply with the $100,000 limitation and the Company shall pay to such optionee an additional cash payment equal to the tax benefit to be received by the Company attributable to its federal income tax deduction resulting from the exercise of such converted non-qualified stock options.

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