The Restricted Shares Clause Samples

The Restricted Shares. (a) Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the Company hereby grants to the Participant a Restricted Stock Award consisting of a number of shares of Common Stock (the “Shares” and such Shares subject to the vesting and other restrictions contained in this Agreement, the “Restricted Shares”) set forth on the Signature Page. The Restricted Shares shall vest and become nonforfeitable in accordance with Section 2 hereof.

The Restricted Shares. (a) Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, effective as of the Date of Grant specified on the Signature Page attached hereto, the Company hereby grants to the Participant an Award consisting of the number of shares of Restricted Stock (the “Restricted Shares”) set forth on the Signature Page attached hereto.

The Restricted Shares. (a) Employee shall not be required to pay for the Restricted Shares, except to the extent set forth in paragraph 5 hereof. The Company agrees to pay any original issue or transfer taxes incurred as a result of the award of the Restricted Shares. (b) Except as otherwise provided herein, Employee shall have all of the rights of a shareowner with respect to the Restricted Shares (including the right to vote the Restricted Shares and the right to receive dividends with respect to the Restricted Shares), provided, however, that any cash dividends with respect to unvested Restricted Shares shall be automatically deferred and reinvested in additional Restricted Shares. (c) All certificates representing the Restricted Shares shall have endorsed thereon the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT DATED AS OF , BETWEEN THE COMPANY AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OR PURPORTED TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH RESTRICTED STOCK AWARD AGREEMENT SHALL BE NULL AND VOID.” (d) The Restrictions (as defined herein) on Employee’s Restricted Shares shall lapse on the date on which Employee becomes vested in the Restricted Shares pursuant to Section 3 of this Agreement; provided, however, that if Employee is subject to Share Retention Guidelines (as defined herein), the Restrictions shall not lapse until Employee both has become vested in the Restricted Shares and one of the following events has occurred: (i) Employee has satisfied the Share Retention Guidelines; (ii) Employee has a Termination of Employment (as defined herein); or (iii) Employee has an Unforeseeable Emergency (as defined herein) which cannot be satisfied from other resources reasonably available to Employee; provided, however, that in the event of an Unforeseeable Emergency, the Restrictions shall lapse only with respect to that number (rounded up to the nearest whole share) of Restricted Shares that Employee needs to satisfy such Unforeseeable Emergency. The Committee (as defined herein) shall have the discretion to determine whether the Restrictions have lapsed. Any such determination shall be final and binding on the Company and Employee and shall not be subject to contest or challenge. (e) After the Restrictions have lapsed, Employee may request the removal of the above described lege...

The Restricted Shares. (a) On January 2, 2004, and in consideration of services to be performed by the Executive hereunder, the Company will grant to the Executive, subject to the provisions of this Section 9, 250,000 shares (the “Initial Restricted Shares”) of the Company’s Common Stock. In addition, on each of January 2, 2005, January 2, 2006 and January 2, 2007, the Company shall grant to the Executive an additional 40,000 shares of Common Stock (the “Additional Restricted Shares” and, together with the Initial Restricted Shares, the “Restricted Shares”). (b) During the Restriction Period (as defined below) relating to any Restricted Shares, such Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered by the Executive. Except as provided in this Section 9, the Executive, as the owner of Restricted Shares, shall have all the rights of a holder of Common Stock, including but not limited to the right to receive all cash dividends or distributions paid on and the right to vote such Restricted Shares until such date as such Restricted Shares shall have been forfeited pursuant to Section 9(g). (c) The restrictions contained in this Section 9 on the rights of the Executive to sell, assign, transfer or encumber the Restricted Shares and on his ability to hold the certificates representing the Restricted Shares pursuant to Section 9(d) shall expire as follows: (i) the restrictions on 41,667 (41,666 in the case of January 2, 2005 and January 2, 2006) Initial Restricted Shares shall expire on each of January 2, 2005, January 2, 2006, January 2, 2007, January 2, 2008, January 2, 2009 and January 2, 2010, if the Executive is employed by the Company or any Subsidiary on such date, except as otherwise provided in Section 10 hereof. Notwithstanding the foregoing, if either (x) EBITDA for any fiscal year during the Term shall exceed 105% of EBITDA for the immediately preceding year or (y) the Committee so determined in its discretion based on non-EBITDA related performance of the Executive in such fiscal year, the Restriction Period (as defined below) with respect to an additional 41,667 Initial Restricted Shares shall expire either on (x) the date the independent public accountants of the Company deliver to the Committee the certificate referred to in Section 5(b) hereof or (y) the date the Committee makes such determination. In that event, the additional Initial Restricted Shares as to which the Restriction Period shall expire pursuant to the foregoing sent...

The Restricted Shares. (a) The Restricted Shares to be issued and delivered to Seller in accordance with this Agreement shall be, upon issuance and delivery of such Restricted Shares, be fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws and any Liens incurred by Seller. (b) In consideration for entering into this Agreement in lieu of consideration of cash, that the parties have entered into a separate Registration Rights Agreement with respect to the Restricted Shares being issued, a copy of which is attached as Schedule F (the “Registration Rights Agreement”).

The Restricted Shares. The Restricted Shares to be issued and delivered to Seller in accordance with this Agreement shall be, upon issuance and delivery of such Restricted Shares, be fully paid and non-assessable, free and clear of all Liens, other than restrictions arising from applicable securities Laws and any Liens incurred by Seller.

The Restricted Shares. 3.1.1 The fixed purchase price for the Shares shall be the Restricted Shares. 3.1.2 A document issued by Boston Equiserve L.P., the Purchaser's transfer agent, shall be delivered by the Purchaser, such document evidencing that the Restricted Shares have been issued in book entry form in the names of the respective Seller before 11.59 p.m. Swedish time on the Closing Date. 3.1.3 From and after the Closing Date and until such time as the Restricted Shares become vested in accordance with the "Vesting Schedule" set forth in SCHEDULE 3.1.3, none of the Restricted Shares issued at Closing to the Sellers shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered ("Transfer"), whether voluntarily or by operation of law. Any attempted disposition of Restricted Shares not in accordance with the terms and conditions of this Section 3.1.3 shall be null and void, and Purchaser shall not reflect on its records any change in record ownership of any Restricted Shares as a result of any such Transfer, shall otherwise refuse to recognise any such Transfer and shall not in any way give effect to any such Transfer of any Restricted Shares. Subject to the foregoing general provisions, Restricted Shares may be transferred pursuant to Section 3.1.5. Certificates representing any unvested Restricted Shares shall bear appropriate legends to the effect that such shares are subject to restrictions on transfer as stated herein. 3.1.4 In case any of the Principals should terminate his employment with the Company or the Company should terminate the employment of any of the Principals for cause, excluding termination for lack of work (Sw arbetsbrist) in accordance with the Employment Protection Act - lag (1982:80) om anstallningsskydd - (a "Termination Event"), the unvested Restricted Shares held or controlled by such departing Principal shall be subject to a right of Repurchase (as defined below). Upon the occurrence of a Termination Event of the Principal, the Purchaser or its assigns shall have the right and option to repurchase all or any portion of the unvested Restricted Shares held by the Principal or any Permitted Transferee (as defined in Section 3.1.5) as of the date of such Termination Event as provided below. The per share purchase price (the "Repurchase Price") of the unvested Restricted Shares subject to the Repurchase shall be the Closing Stock Price (subject to adjustment for stock splits, stock dividends, st...

The Restricted Shares. Upon delivery to the Recipient of the certificates representing the Restricted Shares for the issuance, sale, transfer, assignment, conveyance and delivery to the Recipient, (i) the Recipient will become the sole record owner of all of the Restricted Shares and good and marketable title to all of the Restricted Shares will pass to the Recipient, free and clear of any liens, claims, encumbrances, security interests, options, charges, preemptive rights and transfer restrictions of any kind, except for those created by this Agreement, and (ii) all of the Restricted Shares will be duly authorized, validly issued, fully paid and nonassessable.

The Restricted Shares