Transfer of Restricted Stock Units. Restricted Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock Units be made subject to execution, attachment or similar process. If you attempt to do any of these things, the Restricted Stock Unit will immediately become forfeited. Vesting The Company will issue your Restricted Stock Units in the name set forth on the cover sheet. Your Restricted Stock Units shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service on the vesting dates set forth on the cover sheet. Notwithstanding your vesting schedule, the Restricted Stock Units will become 100% vested upon your termination of Service due to your death or Disability if you have provided Services to the Company for at least one (1) year at the time your Service terminates. Notwithstanding any other provision in this Agreement, the Plan or any other agreement between the Grantee and the Company or any Affiliate of the Company to the contrary (including without limitation the cover sheet and the paragraph below under the heading “ The Plan”), the Restricted Stock Units granted hereunder shall not become vested, by acceleration or otherwise, and shares of Stock shall not be delivered to the Grantee pursuant to or in connection with such Restricted Stock Units, in each case in connection with any termination of employment or other event to the extent such vesting, acceleration or delivery would result in the Company violating the five percent exception on fast vesting of awards of restricted stock or restricted stock units pursuant to Section 11.2 of the Plan. To the extent that such vesting, acceleration or delivery is prohibited pursuant to the foregoing, the Grantee shall receive a cash payment equivalent to the Fair Market Value of such shares of Stock into which the Restricted Stock Units would otherwise be converted on the date that such Restricted Stock Units would otherwise have vested or been accelerated or such Shares would otherwise have been delivered, in each case if not for the provisions of this paragraph, and such Restricted Stock Units shall be terminated and forfeited. Such cash payment will be consideration for the forfeiture of such Restricted Stock Units. Delivery As your Restricted Stock Units vest, the Company will issue the shares of Stock to which the then vested Restricted Stock Units relate.
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Samples: Equity Incentive Plan (Capitalsource Inc), Equity Incentive Plan (Capitalsource Inc)
Transfer of Restricted Stock Units. Restricted Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock Units be made subject to execution, attachment or similar process. If you attempt to do any of these things, the Restricted Stock Unit will immediately become forfeited. Vesting The Company will issue your Restricted Stock Units in the name set forth on the cover sheet. Your The Restricted Stock Units shall vest in accordance with the vesting schedule set forth are fully vested on the cover sheet so long as you continue in Service on the vesting dates set forth on the cover sheetGrant Date. Notwithstanding your vesting schedule, the Restricted Stock Units will become 100% vested upon Delivery Upon your termination of Service due to your death or Disability if you have provided Services to the Company for at least one (1) year at the time your Service terminates. Notwithstanding any other provision in this Agreement, the Plan or any other agreement between the Grantee and the Company or any Affiliate of the Company to the contrary (including without limitation the cover sheet and the paragraph below under the heading “ The Plan”), the Restricted Stock Units granted hereunder shall not become vested, by acceleration or otherwise, and shares of Stock shall not be delivered to the Grantee pursuant to or in connection with such Restricted Stock Units, in each case in connection with any termination of employment or other event to the extent such vesting, acceleration or delivery would result in the Company violating the five percent exception on fast vesting of awards of restricted stock or restricted stock units pursuant to Section 11.2 of the Plan. To the extent that such vesting, acceleration or delivery is prohibited pursuant to the foregoing, the Grantee shall receive a cash payment equivalent to the Fair Market Value of such shares of Stock into which the Restricted Stock Units would otherwise be converted on the date that such Restricted Stock Units would otherwise have vested or been accelerated or such Shares would otherwise have been delivered, in each case if not for the provisions of this paragraph, and such Restricted Stock Units shall be terminated and forfeited. Such cash payment will be consideration for the forfeiture of such Restricted Stock Units. Delivery As your Restricted Stock Units vestService, the Company will issue the shares of Stock to which the then vested Restricted Stock Units relate, in accordance with Section 5(a) of that certain Employment Agreement by and between Grantee and the Company dated as of June 6, 2006 (as amended, the “Employment Agreement”). Notwithstanding the preceding sentence, if the shares of Stock would otherwise be delivered to you during a period in which you are: (i) subject to a lock-up agreement restricting your ability to sell shares of Stock in the open market or (ii) restricted from selling shares of Stock in the open market because you are not then eligible to sell under the Company’s xxxxxxx xxxxxxx or similar plan as then in effect (whether because a trading window is not open or you are otherwise restricted from trading), delivery of the shares of Stock will be delayed until the first date on which you are no longer prohibited from selling shares of Stock due to a lock-up agreement or xxxxxxx xxxxxxx or similar plan restriction, but in any event no later than the last day of the calendar year in which the shares of Stock otherwise would have been delivered. Evidence of Issuance The issuance of the Stock under the grant of Restricted Stock Units evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more Stock certificates. You will have no further rights with regard to a Restricted Stock Unit once the share of Stock related to such Restricted Stock Unit has been issued. Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock Units or the Stock. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Unit or receipt of Stock arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested shares of Stock otherwise deliverable under this Agreement).
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Transfer of Restricted Stock Units. Restricted Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock Units be made subject to execution, attachment or similar process. If you attempt to do any of these things, the Restricted Stock Unit will immediately become forfeited. Vesting The Company will issue your Restricted Stock Units in the name set forth on the cover sheet. Your Restricted Stock Units shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service on the vesting dates set forth on the cover sheet. Notwithstanding your vesting schedule, the your Restricted Stock Units will become 100% vested upon your termination of Service due to your death or Disability if you have provided Services to the Company for at least one (1) year at the time your Service terminates. Notwithstanding any other provision in this Agreement, the Plan or any other agreement between the Grantee and the Company or any Affiliate of the Company to the contrary (including without limitation the cover sheet and the paragraph below under the heading “ The Plan”), the Restricted Stock Units granted hereunder shall not become vested, by acceleration or otherwise, and shares of Stock shall not be delivered to the Grantee pursuant to or in connection with such Restricted Stock Units, in each case in connection with any termination of employment or other event to the extent such vesting, acceleration or delivery would result in the Company violating the five percent exception on fast vesting of awards of restricted stock or restricted stock units pursuant to Section 11.2 of the Plan. To the extent that such vesting, acceleration or delivery is prohibited pursuant to the foregoing, the Grantee shall receive a cash payment equivalent to the Fair Market Value of such shares of Stock into which the Restricted Stock Units would otherwise be converted on the date that such Restricted Stock Units would otherwise have vested or been accelerated or such Shares would otherwise have been delivered, in each case if not for the provisions of this paragraph, and such Restricted Stock Units shall be terminated and forfeited. Such cash payment will be consideration for the forfeiture of such Restricted Stock Units. Delivery As Upon your Restricted Stock Units vesttermination of Service or such other time as you have properly elected under the CapitalSource Inc. Amended and Restated Deferred Compensation Plan (as amended from time to time, the “Deferred Compensation Plan”), the Company will issue the shares of Stock to which the then vested Restricted Stock Units relate.
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