Transfer of Unvested. Restricted Stock Except as authorized by the Committee in writing, unvested Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorization, the Restricted Stock will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through the vesting dates set forth on the cover sheet. Change in Control Notwithstanding the vesting schedule set forth above, upon the consummation of a Change in Control, the Restricted Stock will become 100% vested. Evidence of Issuance The issuance of the Shares under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration or issuance of one or more share certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of Restricted Stock attributable to you will be appropriately modified if necessary. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate and you, you will automatically forfeit to the Company all of the unvested Restricted Stock in the event you are no longer providing Service. 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. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting or receipt of Shares arising from this grant, the Company or any Affiliate shall have the right to require such payments from you, or withhold such amounts from other pa...
Transfer of Unvested. Restricted Stock To the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things, you will immediately forfeit the shares of Restricted Stock.
Transfer of Unvested. Restricted Stock To the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things, you will immediately forfeit the shares of Restricted Stock. Issuance and Vesting The Corporation will issue your Restricted Stock in the name set forth on the cover sheet of this Agreement as of the Grant Date. Your right to the Stock under this Restricted Stock Agreement vests in accordance with the vesting criteria (if any) and schedule on the cover sheet and Exhibit A. Notwithstanding the vesting criteria (if any) and schedule on the cover sheet and in Exhibit A, the shares of Restricted Stock shall become fully vested upon the occurrence of your death or Disability, or a Change in Control Resulting in Termination. For purposes of this Agreement, a Change in Control Resulting in Termination shall occur when there is a Change in Control, as that term is defined in the Plan, and (1) your employment with the Corporation is terminated without cause within six (6) months of the effective date of the Change in Control or (2) there occurs a material reduction in your authority, functions, duties or responsibilities which causes your resignation from the Corporation within six (6) months of the effective date of the Change in Control. No additional shares of Restricted Stock will vest after your Service has terminated for any reason other than death or Disability, or a Change in Control Resulting in Termination. This award of Restricted Stock, either at all or for particular periods, will not be applied or interpreted to provide any commission, bonus, or other incentive payment based directly or indirectly upon success in securing enrollments or financial aid to any person or entity engaged in any student recruiting or admission activities or in making decisions regarding the awarding of funds under Title IV of the Higher Education Act, except as permitted by law.
Transfer of Unvested. Restricted Stock Units Unvested 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. Delivery As your Restricted Stock Units vest, the Company will issue the shares of Stock to which the then vested Restricted Stock Units relate. Notwithstanding the preceding sentence, if the shares of Stock would otherwise be delivered to you during a period in which you are:
Transfer of Unvested. Restricted Stock Unvested Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things, the Restricted Stock will immediately become forfeited. Issuance and Vesting The Company will issue your Restricted Stock in the name set forth on the cover sheet. Your rights under this Restricted Stock grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through the vesting dates set forth on the cover sheet, provided, however, that upon the termination of your Service due to your death or Disability the Restricted Stock will become 100% vested. For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by Applicable Laws. Your Service terminates in any event when the approved leave ends unless you immediately return to active Service. Your employer may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Company may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree. Change in Control The Restricted Stock shall be subject to Section 18 of the Plan in the event of a Change in Control, provided, however, that if the Restricted Stock is assumed or continued in connection with a Change in Control, the Restricted Stock will become 100% vested upon your Involuntary Termination within the 12-month period following the consummation of the Change in Control.
Transfer of Unvested. Restricted Stock Units Unvested 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, you will immediately forfeit the Restricted Stock Units. Vesting Your rights to the Restricted Stock Units under this Agreement shall vest in accordance with the vesting conditions set forth in Exhibit A and the online acceptance form accompanying this Agreement so long as you continue in Service through the Third Anniversary Date, subject to the below. In the event that you experience a termination of your Service for any reason prior to the Third Anniversary Date, except as provided below or in this Agreement, all Restricted Stock Units granted pursuant to this Agreement shall immediately and automatically be forfeited to the Company. Notwithstanding the foregoing, if (a) your Service terminates (i) prior to the First Anniversary Date for a reason other than Cause, or (ii) at any time prior to the Third Anniversary Date for Cause, none of your Target Number of Restricted Stock Units shall remain outstanding and, except to the extent provided below with respect to death or Disability or a Change in Control, all of your Target Number of Restricted Stock Units shall thereupon automatically be forfeited without payment of any consideration thereof, (b) your Service terminates on or after the First Anniversary Date but prior to the Second Anniversary Date for a reason other than Cause, the number of Restricted Stock Units equal to one-third (1/3) of your Target Number of Restricted Stock Units shall remain outstanding, and, except to the extent provided below with respect to death or Disability or a Change in Control, the remainder of your Target Number of Restricted Stock Units shall thereupon automatically be forfeited without payment of any consideration therefor, (c) if your Service terminates on or after the Second Anniversary Date but prior to the Third Anniversary Date for a reason other than Cause, the number of Restricted Stock Units equal to two-thirds (2/3) of your Target Number of Restricted Stock Units shall remain outstanding, and, except to the extent provided below with respect to death or Disability or a Change in Control, the remainder of your Target Number of Restricted Stock Units shall thereupon automatically be forfeite...
Transfer of Unvested. Stock Units Except as authorized by the Committee in writing, unvested Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, whether by operation of law or otherwise, nor may the Stock Units be made subject to execution, attachment or similar process. If you attempt to do any of these things without the Committee’s written authorization, the Stock Units will immediately become forfeited. Vesting The Company will issue your Stock Units in the name set forth on the cover sheet. Your rights under this Stock Units grant and this Agreement shall vest in accordance with the vesting schedule set forth on the cover sheet so long as you continue in Service through the vesting dates set forth on the cover sheet. Notwithstanding your vesting schedule, the unvested Stock Units will become fully vested (which shall be interpreted as meaning 150% of the “Target Award” will vest) upon the termination of your Service by the Company other than for Cause (other than death or Disability) or by you for Good Reason.
Transfer of Unvested. Restricted Stock To the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process. If you attempt to do any of these things, you will immediately forfeit the shares of Restricted Stock. Issuance and Vesting The Corporation will issue your Restricted Stock in the name set forth on the cover sheet of this Agreement as of the Grant Date. Your right to the Stock under this Restricted Stock Agreement vests in accordance with the vesting schedule set forth on the cover sheet. Notwithstanding the vesting schedule on the cover sheet, the shares of Restricted Stock shall become fully vested upon the occurrence of your death or Disability, or a Change in Control Resulting in Termination. For purposes of this Agreement, a Change in Control Resulting in Termination shall occur when there is a Change in Control, as that term is defined in the Plan, and (1) you are asked to resign from the Board without cause within six (6) months of the effective date of the Change in Control or (2) there occurs a material reduction in your authority, functions, duties or responsibilities which causes your resignation from the Board within six (6) months of the effective date of the Change in Control. No additional shares of Restricted Stock will vest after your Service has terminated for any reason other than death or Disability, or a Change in Control Resulting in Termination.
