Vesting and Forfeiture. (a) Until the second anniversary of the Effective Date, (i) the Restricted Shares shall be subject to being forfeited by Employee to the Company as provided in this Agreement, and (ii) Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions applicable to such shares have terminated in accordance with the provisions of this Agreement or the Plan. (b) If Employee remains employed by the Company or an Affiliate until: (1) the first anniversary of the Effective Date, then on such anniversary date 40% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and (2) the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion of the Restricted Shares, such portion of the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions. (c) If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company. (d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions. (e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
Appears in 2 contracts
Samples: Restricted Stock Agreement (Noble Energy Inc), Restricted Stock Agreement (Noble Energy Inc)
Vesting and Forfeiture. (a) Until The Restricted Shares shall be subject to a restricted period (the second “Restricted Period”) that shall commence on the Grant Date and shall end on the third anniversary of the Effective Grant Date. During the Restricted Period, (i) the Restricted Shares shall be subject to being forfeited by Employee Participant to the Company Cinco as provided in this Agreement, and (ii) Employee Participant may not sell, assign, transfer, discountpledge, exchange, pledge hypothecate or otherwise encumber or dispose of any of the Restricted Shares unless (the restrictions applicable “Restrictions”), except that the Restrictions shall be removed as to 100% of such shares have terminated on the third anniversary of the Grant Date, provided Participant is in accordance with the provisions continuous service of this Agreement or the Plan.
(b) If Employee remains employed by the Company Cinco or an Affiliate until:
(1) until such date; provided further that if Participant ceases to be employed by or in the first anniversary service of the Effective DateCinco and its Affiliates prior to such date by reason of Participant’s death or if Participant’s employment or service is terminated by Cinco or an Affiliate by reason of Participant’s Disability, then on such anniversary date 40100% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall vest and become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2) the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion of the Restricted Shares, such portion of the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(c) If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment or service by reason of death or Disability.
(b) Following the removal of the Restrictions on any Restricted Shares, Cinco shall deliver to Participant from escrow a certificate representing shares of Common Stock, and such shares of Common Stock will be freely transferable, except as restricted by applicable securities laws or applicable policies of Cinco.
(c) Subject to paragraph (d) of this Section, upon termination of Participant’s employment or service with Cinco and its Affiliates, (i) Participant shall have no rights whatsoever in and to any of the Restricted Shares as to which the Restrictions have not by that time been removed pursuant to paragraph (a) of this Section, (ii) all of the Restricted Shares that are still subject shall automatically revert to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company Cinco at no cost to the Companyand (iii) neither Participant nor any of his or her heirs, beneficiaries, executors, administrators or other personal representatives shall have any rights with respect thereto.
(d) In accordance with the The Change of Control provisions of Section 17 in Article XIII of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement Plan shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable apply with respect to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictionsShares.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Cinco Resources, Inc.), Restricted Stock Award Agreement (Cinco Resources, Inc.)
Vesting and Forfeiture. (a) Until The Restricted Shares shall be subject to a restricted period (the second “Restricted Period”) that shall commence on [the Grant Date/ , 20___] and shall end on [the third anniversary of the Effective DateGrant Date/ , (i) 20___]. During the Restricted Period, the Restricted Shares shall be subject to being forfeited by Employee Participant to the Company Approach as provided in this Agreement, and (ii) Employee Participant may not sell, assign, transfer, discountpledge, exchange, pledge hypothecate or otherwise encumber or dispose of any of the Restricted Shares unless (the restrictions “Restrictions”), other than by will or pursuant to the applicable to such shares have terminated in accordance with laws of descent and distribution, except that the provisions of this Agreement or the Plan.
(b) If Employee remains employed by the Company or an Affiliate untilRestrictions shall be removed as to:
(1i) the first anniversary of the Effective Date, then on such anniversary date 4033-1/3% of the Restricted Shares such shares (or if such percentage results in a number of shares that includes a fractionfractional number, then the next lower whole number number) on [the first anniversary of sharesthe Grant Date/ , 20___], provided Participant is in the continuous service of Approach or an Affiliate until such date;
(ii) shall become nonforfeitable and the other restrictions applicable hereunder to an additional 33-1/3% of such shares shall terminate; and
(2if a fractional number, then the next lower whole number) on [the second anniversary of the Effective DateGrant Date/ , 20___], provided Participant is in the continuous service of Approach or an Affiliate until such date; and
(iii) the remaining shares on [the third anniversary of the Grant Date/ , 20___], provided Participant is in the continuous service of Approach or an Affiliate until such date. Following the removal of the Restrictions on any Restricted Shares, Approach shall deliver to Participant from escrow a certificate representing such shares of Common Stock and Participant shall be free to sell, transfer, pledge, exchange, hypothecate or otherwise dispose of such shares of Common Stock, subject to applicable securities laws and the policies of Approach then on such anniversary date the remainder in effect.
(b) Subject to paragraph (c) of this Section, upon termination of Participant’s employment or service with Approach or an Affiliate, (i) Participant shall have no rights whatsoever in and to any of the Restricted Shares shall become nonforfeitable and as to which the other restrictions applicable hereunder Restrictions have not by that time been removed pursuant to such shares shall terminate. As soon as practicable paragraph (but in no event later than 60 daysa) after the termination of the restrictions applicable hereunder to a portion this Section, (ii) all of the Restricted SharesShares as to which the Restrictions have not by that time been removed pursuant to paragraph (a) of this Section shall automatically revert to Approach at no cost and (iii) neither Participant nor any of his or her heirs, such portion of the Restricted Sharesbeneficiaries, together with any dividends executors, administrators or other distributions personal representatives shall have any rights with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictionsthereto.
(c) If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary The Change of Control provisions in Article XIII of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder Plan shall apply with respect to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company.
(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Approach Resources Inc)
Vesting and Forfeiture. (a) Until the second anniversary of the Effective Date, (i) the Restricted Shares shall be subject to being forfeited by Employee to the Company as provided in this Agreement, and (ii) Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions applicable to such shares have terminated in accordance with the provisions of this Agreement or the Plan.
(b) If Employee remains employed by the Company or an Affiliate until:
(1) the first anniversary of the Effective Date, then on such anniversary date 40% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2) the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion of the Restricted Shares, such portion of the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(c) If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company.
(d) In accordance with the provisions of Section 17 of the Plan, if If a Change in Control (as defined in Section 2(f) hereof) occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
(f) A “Change in Control” shall be deemed to have occurred for purposes of this Agreement if:
(1) individuals who, as of the date hereof, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least fifty-one percent (51%) of the Board of Directors of the Company, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board;
(2) the stockholders of the Company shall approve a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own outstanding voting securities representing at least fifty-one percent (51%) of the combined voting power entitled to vote generally in the election of directors (“Voting Securities”) of the reorganized, merged or consolidated company;
(3) the stockholders of the Company shall approve a liquidation or dissolution of the Company or a sale of all or substantially all of the stock or assets of the Company; or
(4) any “person,” as that term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, or any entity organized, appointed or established by the Company for or pursuant to the terms of such a plan), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person (as well as any “Person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the “beneficial owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate twenty-five percent (25%) or more of either (A) the then outstanding shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) or (B) the Voting Securities of the Company, in either such case other than solely as a result of acquisitions of such securities directly from the Company. Without limiting the foregoing, a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote, or to direct the voting of, or to dispose, or to direct the disposition of, Common Stock or other Voting Securities of the Company shall be deemed the beneficial owner of such Common Stock or Voting Securities. Notwithstanding the foregoing, a “Change in Control” of the Company shall not be deemed to have occurred for purposes of subparagraph (4) of this Section 2(f) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Common Stock or other Voting Securities of the Company outstanding, increases (i) the proportionate number of shares of Common Stock beneficially owned by any person to twenty-five percent (25%) or more of the shares of Common Stock then outstanding or (ii) the proportionate voting power represented by the Voting Securities of the Company beneficially owned by any person to twenty-five percent (25%) or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or (ii) of this sentence shall thereafter become the beneficial owner of any additional shares of Common Stock or other Voting Securities of the Company (other than a result of a stock split, stock dividend or similar transaction), then a Change in Control of the Company shall be deemed to have occurred for purposes subparagraph (4) of this Section 2(f).
Appears in 1 contract
Vesting and Forfeiture. (a) Until the second third anniversary of the Effective Date, (i) the Restricted Shares shall be subject to being forfeited by Employee to the Company as provided in this Agreement, and (ii) Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions applicable to such shares have terminated in accordance with the provisions of this Agreement or the Plan.
(b) If Employee remains employed by the Company or an Affiliate until:
(1) the first anniversary of the Effective Date, then on such anniversary date 4020% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate;
(2) the second anniversary of the Effective Date, then on such anniversary date an additional 30% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(23) the second third anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion of the Restricted Shares, such portion of the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(c) If Employee’s employment with the Company or an Affiliate terminates prior to the second third anniversary of the Effective Date by reason of Employee’s death or DisabilityDisability (as defined in Section 2(f)(iii)), the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. .
(d) If Employee’s employment with the Company or an Affiliate terminates prior to the second third anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company; provided, however, that if prior to the first anniversary of the Effective Date Employee’s employment is terminated by action of the Company or an Affiliate for a reason other than for Cause (as defined in Section 2(f)(i)), then upon the date of such termination of employment 50% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate, and the remainder of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company; provided, further, that if on or after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date Employee’s employment is terminated by action of the Company or an Affiliate for a reason other than for Cause, then upon the date of such termination of employment an additional 30% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate, and the remainder of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion of the Restricted Shares, such portion of the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(de) In accordance with the provisions of Section 17 of the Plan, if If a Change in Control (as defined in Section 2(f)(ii) hereof) occurs prior to the second third anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(ef) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment., and the following terms as used herein shall have the following meanings:
Appears in 1 contract
Vesting and Forfeiture. a. The Restricted Units shall be subject to a restricted period (athe “Restricted Period”) Until that shall commence on the second Effective Date and shall, except as provided otherwise herein or in the Plan, end on the third anniversary of the Effective Date, (i) Date with respect to all outstanding unvested Restricted Units.
b. During the Restricted Shares Period, the Restricted Units shall be subject to being forfeited forfeiture by Employee to the Company as provided in the Plan and this Agreement, and (ii) Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions applicable to such shares have terminated in accordance Units or any right with the provisions of this Agreement or the Planrespect thereto.
(b) c. If Employee remains employed by an Employee (as defined in the Plan) of the Company or an Affiliate until:
(1) the first anniversary of the Effective Date, then on such anniversary date 40% one of its Affiliates throughout the Restricted Shares (or if such percentage results in a number of shares that includes a fractionPeriod, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2) the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion the Restricted Units shall terminate, and as soon as practicable after the end of the Restricted SharesPeriod, such portion of the Restricted Shares, Units shall be delivered to Employee free of such restrictions together with any dividends or other distributions with respect to such shares Restricted Units held by the Company as provided in Section 3 of this Agreement.
d. If Employee’s Service is terminated for Cause during the Restricted Period, then all Restricted Units, and any distributions with respect to unvested Restricted Units held as provided in Section 3 of this Agreement, shall be forfeited and transferred by Employee to the Company.
e. If Employee ceases to be an Employee (as defined in the Plan) of the Company or of one of its Affiliates during the Restricted Period for any reason other than as set forth in the following sentence of this Section 2(e) or in Section 2(f), the Restricted Units (and any distributions with respect to such Restricted Units held as provided in Section 3 of this Agreement) shall be forfeited and transferred by Employee to the Company. If Employee dies or suffers a Disability during the Restricted Period while in Service as an Employee (as defined in the Plan), all restrictions applicable to the Restricted Units shall terminate, and as soon as practicable thereafter, the Restricted Units shall be delivered to Employee free of such restrictions (or in the event of Employee’s death, to Employee’s estate) together with any distributions with respect to such Restricted Units then being held by the Company as provided in Section 3 of this Agreement.
f. If, following a Change of Control during the Restricted Period, Employee’s employment is terminated without Cause (at a time when Employee is otherwise willing and able to continue Service), the restrictions applicable to the Restricted Units shall terminate, and the Restricted Units (and/or any successor securities or other property attributable to the Restricted Units that may result from the Change in Control), together with any distributions with respect to such Units then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(c) If Employee’s employment with the Company restrictions or an Affiliate terminates prior to the second anniversary of the Effective Date by reason of Employee’s death or Disabilitypaid, the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminateas applicable, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Companythereafter.
(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
Appears in 1 contract
Samples: Employee Restricted Unit Agreement (Noble Midstream Partners LP)
Vesting and Forfeiture. (a) Until the second third anniversary of the Effective Date, (i) the Restricted Shares shall be subject to being forfeited by Employee to the Company as provided in this Agreement, and (ii) Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions applicable to such shares have terminated in accordance with the provisions of this Agreement or the Plan.
(b) If Employee remains employed by the Company or an Affiliate until:
(1) the first anniversary of the Effective Date, then on such anniversary date 4020% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate;
(2) the second anniversary of the Effective Date, then on such anniversary date an additional 30% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(23) the second third anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion of the Restricted Shares, such portion of the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(c) If Employee’s employment with the Company or an Affiliate terminates prior to the second third anniversary of the Effective Date by reason of Employee’s death or DisabilityDisability (as defined in Section 2(e)(ii) hereof), the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second third anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company.
(d) In accordance with the provisions of Section 17 of the Plan, if If a Change in Control (as defined in Section 2(e)(i) hereof) occurs prior to the second third anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment, and the following terms as used herein shall have the following meanings:
(i) A “Change in Control” shall be deemed to have occurred if:
(1) individuals who, as of the date hereof, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least fifty-one percent (51%) of the Board of Directors of the Company, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board;
(2) the stockholders of the Company shall approve a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own outstanding voting securities representing at least fifty-one percent (51%) of the combined voting power entitled to vote generally in the election of directors (“Voting Securities”) of the reorganized, merged or consolidated company;
(3) the stockholders of the Company shall approve a liquidation or dissolution of the Company or a sale of all or substantially all of the stock or assets of the Company; or
(4) any “person,” as that term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, or any entity organized, appointed or established by the Company for or pursuant to the terms of such a plan), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person (as well as any “Person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the “beneficial owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate twenty-five percent (25%) or more of either (A) the then outstanding shares of common stock, par value $3.33-1/3 per share, of the Company (“Common Stock”) or (B) the Voting Securities of the Company, in either such case other than solely as a result of acquisitions of such securities directly from the Company. Without limiting the foregoing, a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote, or to direct the voting of, or to dispose, or to direct the disposition of, Common Stock or other Voting Securities of the Company shall be deemed the beneficial owner of such Common Stock or Voting Securities. Notwithstanding the foregoing, a “Change in Control” of the Company shall not be deemed to have occurred for purposes of subparagraph (4) of this Section 2(e)(i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Common Stock or other Voting Securities of the Company outstanding, increases (i) the proportionate number of shares of Common Stock beneficially owned by any person to twenty-five percent (25%) or more of the shares of Common Stock then outstanding or (ii) the proportionate voting power represented by the Voting Securities of the Company beneficially owned by any person to twenty-five percent (25%) or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or (ii) of this sentence shall thereafter become the beneficial owner of any additional shares of Common Stock or other Voting Securities of the Company (other than a result of a stock split, stock dividend or similar transaction), then a Change in Control of the Company shall be deemed to have occurred for purposes subparagraph (4) of this Section 2(e)(i).
(ii) The “Disability” of Employee shall mean that Employee is disabled, due to sickness, injury or other physical or mental incapacity, and as a result of such disability is entitled to receive disability benefits under the Company’s long-term disability insurance plan.
Appears in 1 contract
Vesting and Forfeiture. a. The Restricted Units shall be subject to a restricted period (athe “Restricted Period”) Until that shall commence on the Effective Date and shall, except as provided otherwise herein or in the Plan:
i. end on the first anniversary of the Effective Date with respect to 20% (twenty percent) of the Restricted Units (or, if such percentage results in a number of Units that includes a fraction, then the next lower whole number of Units);
ii. end on the second anniversary of the Effective Date, Date with respect to 30% (ithirty percent) of the Restricted Shares Units (or, if such percentage results in a number of Units that includes a fraction, then the next lower whole number of Units); and
iii. end on the third anniversary of the Effective Date with respect to all remaining outstanding unvested Restricted Units.
b. During the Restricted Period, the Restricted Units shall be subject to being forfeited forfeiture by Employee to the Company as provided in the Plan and this Agreement, and (ii) Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions applicable to such shares have terminated in accordance Units or any right with the provisions of this Agreement or the Planrespect thereto.
(b) c. If Employee remains employed by an Employee (as defined in the Plan) of the Company or an Affiliate until:
(1) the first anniversary of the Effective Date, then on such anniversary date 40% one of its Affiliates throughout the Restricted Shares (or if such percentage results in a number of shares that includes a fractionPeriod, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2) the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion the Restricted Units shall terminate, and as soon as practicable after the end of the Restricted SharesPeriod, such portion of the Restricted Shares, Units shall be delivered to Employee free of such restrictions together with any dividends or other distributions with respect to such shares Restricted Units held by the Company as provided in Section 3 of this Agreement.
d. If Employee’s Service is terminated for Cause during the Restricted Period, then all unvested Restricted Units outstanding at such time, and any distributions with respect to unvested Restricted Units held as provided in Section 3 of this Agreement, shall be forfeited.
e. If Employee ceases to be an Employee (as defined in the Plan) of the Company or of one of its Affiliates during the Restricted Period for any reason other than as set forth in the following sentence of this Section 2(e) or in Section 2(f), the Restricted Units (and any distributions with respect to such Restricted Units held as provided in Section 3 of this Agreement) shall be forfeited and transferred by Employee to the Company. If Employee dies or suffers a Disability during the Restricted Period while in Service as an Employee (as defined in the Plan), all restrictions applicable to the Restricted Units shall terminate, and as soon as practicable thereafter, the Restricted Units shall be delivered to Employee free of such restrictions (or in the event of Employee’s death, to Employee’s estate) together with any distributions with respect to such Restricted Units then being held by the Company as provided in Section 3 of this Agreement.
f. If, following a Change of Control during the Restricted Period, Employee’s employment is terminated without Cause (at a time when Employee is otherwise willing and able to continue Service), the restrictions applicable to the Restricted Units shall terminate, and the Restricted Units (and/or any successor securities or other property attributable to the Restricted Units that may result from the Change in Control), together with any distributions with respect to such Units then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(c) If Employee’s employment with the Company restrictions or an Affiliate terminates prior to the second anniversary of the Effective Date by reason of Employee’s death or Disabilitypaid, the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminateas applicable, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Companythereafter.
(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
Appears in 1 contract
Samples: Employee Restricted Unit Agreement (Noble Midstream Partners LP)
Vesting and Forfeiture. (a) Until The Restricted Shares shall be subject to a restricted period (the second anniversary of “Restricted Period”) that shall commence on the Effective DateDate and shall end on .
(b) During the Restricted Period, (i) the Restricted Shares shall be subject to being forfeited by Employee Director to the Company as provided in this Agreement, and (ii) Employee Director may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions applicable to such shares have terminated in accordance with the provisions of this Agreement or the PlanShares.
(bc) If Employee Director remains employed by a director of the Company or an Affiliate until:
(1) the first anniversary of the Effective Date, then on such anniversary date 40% of throughout the Restricted Shares (or if such percentage results in a number of shares that includes a fractionPeriod, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2) the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion the Restricted Shares shall terminate, and as soon as practicable after the end of the Restricted Shares, such portion of Period a stock certificate for the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee Director free of such restrictions.
(cd) If EmployeeDirector ceases to be a director of the Company on account of Director’s employment with (i) fraud or intentional misrepresentation, or (ii) embezzlement, misappropriation or conversion of assets or opportunities of the Company or an any Affiliate terminates prior to (as defined in the second anniversary of the Effective Date by reason of Employee’s death or DisabilityPlan), the restrictions applicable hereunder to all of then the Restricted Shares that are still subject shall be forfeited by Director to the Company, and shall be transferred to the Company by Director.
(e) If Director dies or becomes disabled (within the meaning of section 22(e)(3) of the Internal Revenue Code of 1986, as amended, as determined by the Board of Directors of the Company in its discretion) while a director of the Company, or retires as a regular director of the Company because of age in accordance with the mandatory retirement provisions of Article III of the By-laws of the Company, all restrictions of this Agreement applicable to the Restricted Shares shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment thereafter a stock certificate for the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee Director (or in the event of EmployeeDirector’s death, to EmployeeDirector’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company.
(df) In accordance with the provisions of Section 17 of the Plan, if If a Change in Control (as defined in Section 2(g) hereof) occurs prior to during the second anniversary Restricted Period and while Director is a director of the Effective Date and while Employee is employed by Company, the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares the Restricted Shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions terminate and the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee Director free of such restrictions.
(eg) For the purposes of this Agreement, transfers a “Change in Control” shall be deemed to have occurred if:
(1) individuals who, as of employment without interruption the date hereof, constitute the Board of service between or among Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least fifty-one percent (51%) of the Board of Directors of the Company, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board;
(2) the stockholders of the Company shall approve a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own outstanding voting securities representing at least fifty-one percent (51%) of the combined voting power entitled to vote generally in the election of directors (“Voting Securities”) of the reorganized, merged or consolidated company;
(3) the stockholders of the Company shall approve a liquidation or dissolution of the Company or a sale of all or substantially all of the stock or assets of the Company; or
(4) any “person,” as that term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, or any entity organized, appointed or established by the Company for or pursuant to the terms of such a plan), together with all “affiliates” and its Affiliates “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person (as well as any “Person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the “beneficial owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate twenty-five percent (25%) or more of either (i) the then outstanding shares of Common Stock, or (ii) the Voting Securities of the Company, in either such case other than solely as a result of acquisitions of such securities directly from the Company. Without limiting the foregoing, a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote, or to direct the voting of, or to dispose, or to direct the disposition of, Common Stock or other Voting Securities of the Company shall be deemed the beneficial owner of such Common Stock or Voting Securities. Notwithstanding the foregoing, a “Change in Control” of the Company shall not be considered deemed to have occurred for purposes of subparagraph (4) of this Section 2(g) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Common Stock or other Voting Securities of the Company outstanding, increases (i) the proportionate number of shares of Common Stock beneficially owned by any person to twenty-five percent (25%) or more of the shares of Common Stock then outstanding or (ii) the proportionate voting power represented by the Voting Securities of the Company beneficially owned by any person to twenty-five percent (25%) or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or (ii) of this sentence shall thereafter become the beneficial owner of any additional shares of Common Stock or other Voting Securities of the Company (other than a termination result of employmenta stock split, stock dividend or similar transaction), then a Change in Control of the Company shall be deemed to have occurred for purposes subparagraph (4) of this Section 2(g).
Appears in 1 contract
Vesting and Forfeiture. (a) Until The Restricted Shares shall be subject to a restricted period (the “Restricted Period”) that shall commence on the Effective Date and shall end with respect to 20% of the shares granted, on the first anniversary of the Effective Date; with respect to 30% of the shares granted, on the second anniversary of the Effective Date; and with respect to 50% of the shares granted, on the third anniversary of the Effective Date.
(ib) the The Restricted Shares shall be subject to being forfeited by Employee to the Company as provided in this Agreement, and (ii) Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions applicable to such shares the Restricted Shares under this Agreement have terminated in accordance with the provisions of this Agreement or the Plan.
(bc) If Employee remains employed by the Company or an Affiliate until:
(1) the first anniversary of the Effective Date, then on such anniversary date 40% of throughout the Restricted Shares (or if such percentage results in a number of shares that includes a fractionPeriod, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2) the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion the Restricted Shares shall terminate, and as soon as practicable after the end of the Restricted Shares, such portion of Period the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(cd) If Employee’s employment with the Company or an Affiliate terminates prior to during the second anniversary of the Effective Date Restricted Period by reason of Employee’s death or DisabilityDisability (as defined in Section 2(g) hereof), the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. .
(e) If Employee’s employment with the Company or an Affiliate terminates prior to during the second anniversary of the Effective Date Restricted Period for any reason other than Employee’s death or Disability, then on the date (the “Forfeiture Date”) that is 180 days after the date of such termination of employment (or such earlier date after such termination of employment as shall be determined by the Committee acting in its absolute discretion) all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the CompanyCompany unless prior to the Forfeiture Date the Committee, acting in its absolute discretion, terminates the restrictions applicable hereunder to all or a portion of the Restricted Shares. If the Committee so terminates the restrictions applicable hereunder to any of the Restricted Shares, then as soon as practicable after the termination of such restrictions the Restricted Shares with respect to which the restrictions have been so terminated, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions.
(df) In accordance with the provisions of Section 17 of the Plan, if If a Change in Control (as defined in Section 2(g) hereof) occurs prior to during the second anniversary of the Effective Date Restricted Period and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares the Restricted Shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions terminate and the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(eg) For the purposes of this Agreement: (i) the “Disability” of Employee shall mean that Employee is disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, as determined by the Committee in its discretion; (ii) transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment; and (iii) a “Change in Control” shall be deemed to have occurred if:
(1) individuals who, as of the date hereof, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least fifty-one percent (51%) of the Board of Directors of the Company, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board;
(2) the stockholders of the Company shall approve a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own outstanding voting securities representing at least fifty-one percent (51%) of the combined voting power entitled to vote generally in the election of directors (“Voting Securities”) of the reorganized, merged or consolidated company;
(3) the stockholders of the Company shall approve a liquidation or dissolution of the Company or a sale of all or substantially all of the stock or assets of the Company; or
(4) any “person,” as that term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, or any entity organized, appointed or established by the Company for or pursuant to the terms of such a plan), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person (as well as any “Person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the “beneficial owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate twenty-five percent (25%) or more of either (A) the then outstanding shares of common stock, par value $3.33-1/3 per share, of the Company (“Common Stock”) or (B) the Voting Securities of the Company, in either such case other than solely as a result of acquisitions of such securities directly from the Company. Without limiting the foregoing, a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote, or to direct the voting of, or to dispose, or to direct the disposition of, Common Stock or other Voting Securities of the Company shall be deemed the beneficial owner of such Common Stock or Voting Securities. Notwithstanding the foregoing, a “Change in Control” of the Company shall not be deemed to have occurred for purposes of subparagraph (4) of this Section 2(g)(iii) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Common Stock or other Voting Securities of the Company outstanding, increases (i) the proportionate number of shares of Common Stock beneficially owned by any person to twenty-five percent (25%) or more of the shares of Common Stock then outstanding or (ii) the proportionate voting power represented by the Voting Securities of the Company beneficially owned by any person to twenty-five percent (25%) or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or (ii) of this sentence shall thereafter become the beneficial owner of any additional shares of Common Stock or other Voting Securities of the Company (other than a result of a stock split, stock dividend or similar transaction), then a Change in Control of the Company shall be deemed to have occurred for purposes subparagraph (4) of this Section 2(g)(iii).
Appears in 1 contract
Vesting and Forfeiture. (a) Until The Restricted Shares shall be subject to a restricted period (the second anniversary of “Restricted Period”) that shall commence on the Effective Date, Date and shall end on the later to occur of (i) the day following the effective date of Rosetta’s initial registration statement under the Securities Act of 1933, as amended, with respect to Rosetta Common Stock, or (ii) the day following the expiration of any lock up or other restrictive agreement entered into by Participant with any underwriter in connection with such public offering, provided that Participant is in the continuous service of Rosetta or an Affiliate until and on such date. During the Restricted Period, the Restricted Shares shall be subject to being forfeited by Employee Participant to the Company Rosetta as provided in this Agreement, and (ii) Employee Participant may not sell, assign, transfer, discountpledge, exchange, pledge hypothecate or otherwise encumber or dispose of any of the Restricted Shares unless (the restrictions “Restrictions”), other than by will or pursuant to the applicable laws of descent and distribution. Following the removal of the Restrictions on any Restricted Shares, Rosetta shall deliver to Participant from escrow a certificate representing such shares have terminated Shares and Participant shall be free to sell, transfer, pledge, exchange, hypothecate or otherwise dispose of such Restricted Shares, subject to applicable securities laws and the policies of Rosetta then in accordance with the provisions of this Agreement or the Planeffect.
(b) If Employee remains employed by Subject to the Company provisions of paragraph (c) of this Section, upon termination of Participant’s employment with Rosetta or an Affiliate until:
any Affiliate, (1i) the first anniversary of the Effective Date, then on such anniversary date 40% Participant shall have no rights whatsoever in and to any of the Restricted Shares as to which the Restrictions have not by that time been removed pursuant to the foregoing paragraph, (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of sharesii) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2) the second anniversary of the Effective Date, then on such anniversary date the remainder all of the Restricted Shares shall become nonforfeitable automatically revert to Rosetta at no cost and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 daysiii) after the termination neither Participant nor any of the restrictions applicable hereunder to a portion of the Restricted Shareshis or her heirs, such portion of the Restricted Sharesbeneficiaries, together with any dividends executors, administrators or other distributions personal representatives shall have any rights with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictionsthereto.
(c) If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary The Corporate Change provisions in Article XIII of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder Plan shall apply with respect to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company.
(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
Appears in 1 contract
Samples: Bonus Restricted Stock Award Agreement (Rosetta Resources Inc.)
Vesting and Forfeiture. (a) Until The Restricted Shares shall be subject to a restricted period (the second “Restricted Period”) that shall commence on the Effective Date and shall end on the third anniversary of the Effective Date. During the Restricted Period, (i) the Restricted Shares shall be subject to being forfeited by Employee Participant to the Company Rosetta as provided in this Agreement, and (ii) Employee Participant may not sell, assign, transfer, discountpledge, exchange, pledge hypothecate or otherwise encumber or dispose of any of the Restricted Shares unless (the restrictions “Restrictions”), other than by will or pursuant to the applicable laws of descent and distribution, except that the Restrictions shall be removed as to (i) 25% of such shares have terminated in accordance with (if a fractional number, then the provisions of this Agreement or the Plan.
(bnext lower whole number) If Employee remains employed by the Company or an Affiliate until:
(1) on the first anniversary of the Effective Date, then on provided Participant is in the continuous service of Employer or an Affiliate until such anniversary date 40date; (ii) an additional 25% of the Restricted Shares such shares (or if such percentage results in a number of shares that includes a fractionfractional number, then the next lower whole number of sharesnumber) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2) on the second anniversary of the Effective Date, provided Participant is in the continuous service of Employer or an Affiliate until such date; and (iii) the remaining shares on the third anniversary of the Effective Date, provided Participant is in the continuous service of Employer or an Affiliate until such date. Following the removal of the Restrictions on any Restricted Shares, Rosetta shall deliver to Participant from escrow a certificate representing such Shares and Participant shall be free to sell, transfer, pledge, exchange, hypothecate or otherwise dispose of such Restricted Shares, subject to applicable securities laws and the policies of Rosetta then on such anniversary date in effect.
(b) Subject to paragraph (c) of this Section, upon termination of Participant’s employment or service with Rosetta or any Affiliate, (i) Participant shall have no rights whatsoever in and to any of the remainder Restricted Shares as to which the Restrictions have not by that time been removed pursuant to the foregoing paragraph, (ii) all of the Restricted Shares shall become nonforfeitable automatically revert to Rosetta at no cost and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 daysiii) after the termination neither Participant nor any of the restrictions applicable hereunder to a portion of the Restricted Shareshis or her heirs, such portion of the Restricted Sharesbeneficiaries, together with any dividends executors, administrators or other distributions personal representatives shall have any rights with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictionsthereto.
(c) If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary The Corporate Change provisions in Article XIII of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder Plan shall apply with respect to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company.
(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
Appears in 1 contract
Samples: Regular Restricted Stock Award Agreement (Rosetta Resources Inc.)
Vesting and Forfeiture. (a) Until The Restricted Shares shall be subject to a restricted period (the second “Restricted Period”) that shall commence on the Effective Date and shall end on the third anniversary of the Effective Date, (i) February ___, 2009. During the Restricted Period, the Restricted Shares shall be subject to being forfeited by Employee Participant to the Company Exxxx as provided in this Agreement, and (ii) Employee Participant may not sell, assign, transfer, discountpledge, exchange, pledge hypothecate or otherwise encumber or dispose of any of the Restricted Shares unless (the restrictions applicable “Restrictions”), except that the Restrictions shall be removed as to (i) 33-1/3% of such shares have terminated in accordance with the provisions of this Agreement or the Plan.
(b) If Employee remains employed by the Company or an Affiliate until:
(1) the first anniversary of the Effective Date, then on such anniversary date 40% of the Restricted Shares (or if such percentage results in a number of shares that includes a fractionfractional number, then the next lower whole number number) on February ___, 2007, provided Participant is in the continuous service of sharesExxxx or an Affiliate until such date; (ii) an additional 33-1/3% of such shares (if a fractional number, then the next lower whole number) on February ___, 2008, provided Participant is in the continuous service of Exxxx or an Affiliate until such date; and (iii) the remaining shares on February ___, 2009, provided Participant is in the continuous service of Exxxx or an Affiliate until such date. Following the removal of the Restrictions on any Restricted Shares, Exxxx shall become nonforfeitable deliver to Participant from escrow a certificate representing such Shares and Participant shall be free to sell, transfer, pledge, exchange, hypothecate or otherwise dispose of such Restricted Shares, subject to applicable securities laws and the other restrictions applicable hereunder to such shares shall terminate; andpolicies of Exxxx then in effect.
(2b) the second anniversary Subject to paragraph (c) of this Section, upon termination of Participant’s employment or service with Exxxx or any Affiliate, (i) Participant shall have no rights whatsoever in and to any of the Effective DateRestricted Shares as to which the Restrictions have not by that time been removed pursuant to the foregoing paragraph, then on such anniversary date the remainder (ii) all of the Restricted Shares shall become nonforfeitable automatically revert to Exxxx at no cost and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 daysiii) after the termination neither Participant nor any of the restrictions applicable hereunder to a portion of the Restricted Shareshis or her heirs, such portion of the Restricted Sharesbeneficiaries, together with any dividends executors, administrators or other distributions personal representatives shall have any rights with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictionsthereto.
(c) If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary The Change of Control provisions in Article XIII of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder Plan shall apply with respect to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company.
(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
Appears in 1 contract
Vesting and Forfeiture. (a) Until The Restricted Shares shall be subject to a restricted period (the second “Restricted Period”) that shall commence on the Effective Date and shall end on the third anniversary of the Effective Date. During the Restricted Period, (i) the Restricted Shares shall be subject to being forfeited by Employee Participant to the Company GeoMet as provided in this Agreement, and (ii) Employee Participant may not sell, assign, transfer, discountpledge, exchange, pledge hypothecate or otherwise encumber or dispose of any of the Restricted Shares unless (the restrictions “Restrictions”), other than by will or pursuant to the applicable laws of descent and distribution, except that the Restrictions shall be removed as to (i) 1/3 of such shares have terminated in accordance with (if a fractional number, then the provisions of this Agreement or the Plan.
(bnext lower whole number) If Employee remains employed by the Company or an Affiliate until:
(1) on the first anniversary of the Effective Date, then on provided Participant is in the continuous service of Employer or an Affiliate until such anniversary date 40% date; (ii) an additional 1/3 of the Restricted Shares such shares (or if such percentage results in a number of shares that includes a fractionfractional number, then the next lower whole number of sharesnumber) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2) on the second anniversary of the Effective Date, provided Participant is in the continuous service of Employer or an Affiliate until such date; and (iii) the remaining 1/3 of such shares on the third anniversary of the Effective Date, provided Participant is in the continuous service of Employer or an Affiliate until such date. Following the removal of the Restrictions on any Restricted Shares, GeoMet shall deliver to Participant from escrow a certificate representing such Shares and Participant shall be free to sell, transfer, pledge, exchange, hypothecate or otherwise dispose of such Restricted Shares, subject to applicable securities laws and the policies of GeoMet then on such anniversary date the remainder in effect.
(b) Subject to paragraph (c) of this Section, upon termination of Participant’s employment or service with GeoMet or any Affiliate, (i) Participant shall have no rights whatsoever in and to any of the Restricted Shares shall become nonforfeitable and as to which the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion of the Restricted Shares, such portion of the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held Restrictions have not by the Company that time been removed pursuant to the provisions foregoing paragraph, (ii) such Restricted Shares shall automatically revert to GeoMet at no cost and (iii) neither Participant nor any of this Agreementhis or her heirs, beneficiaries, executors, administrators or other personal representatives shall be delivered to Employee free of such restrictionshave any rights with respect thereto.
(c) If Employee’s employment The Corporate Change provisions in the Plan shall apply with the Company or an Affiliate terminates prior respect to the second anniversary of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company.
(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
Appears in 1 contract
Vesting and Forfeiture. a. The Restricted Units shall be subject to a restricted period (athe “Restricted Period”) Until that shall commence on the Effective Date and shall, except as provided otherwise herein or in the Plan:
i. end on the first anniversary of the Effective Date with respect to one third (1/3) of the Restricted Units;
ii. end on the second anniversary of the Effective Date, Date with respect to an additional one third (i1/3) of the Restricted Shares Units; and
iii. end on the third anniversary of the Effective Date with respect to all remaining outstanding unvested Restricted Units.
b. During the Restricted Period, the Restricted Units shall be subject to being forfeited forfeiture by Employee to the Company as provided in the Plan and this Agreement, and (ii) Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions applicable to such shares have terminated in accordance Units or any right with the provisions of this Agreement or the Planrespect thereto.
(b) c. If Employee remains employed by an Employee (as defined in the Plan) of the Company or an Affiliate until:
(1) the first anniversary of the Effective Date, then on such anniversary date 40% one of its Affiliates throughout the Restricted Shares (or if such percentage results in a number of shares that includes a fractionPeriod, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2) the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion the Restricted Units shall terminate, and as soon as practicable after the end of the Restricted SharesPeriod, such portion of the Restricted Shares, Units shall be delivered to Employee free of such restrictions together with any dividends or other distributions with respect to such shares Restricted Units held by the Company as provided in Section 3 of this Agreement.
d. If Employee’s Service is terminated for Cause during the Restricted Period, then all unvested Restricted Units outstanding at such time, and any distributions with respect to unvested Restricted Units held as provided in Section 3 of this Agreement, shall be forfeited and transferred by Employee to the Company.
e. If Employee ceases to be an Employee (as defined in the Plan) of the Company or of one of its Affiliates during the Restricted Period for any reason other than as set forth in the following sentence of this Section 2(e) or in Section 2(f), the Restricted Units (and any distributions with respect to such Restricted Units held as provided in Section 3 of this Agreement) shall be forfeited and transferred by Employee to the Company. If Employee dies or suffers a Disability during the Restricted Period while in Service as an Employee (as defined in the Plan), all restrictions applicable to the Restricted Units shall terminate, and as soon as practicable thereafter, the Restricted Units shall be delivered to Employee free of such restrictions (or in the event of Employee’s death, to Employee’s estate) together with any distributions with respect to such Restricted Units then being held by the Company as provided in Section 3 of this Agreement.
f. If, following a Change of Control during the Restricted Period, Employee’s Service is terminated without Cause (at a time when Employee is otherwise willing and able to continue Service), the restrictions applicable to the Restricted Units shall terminate, and the Restricted Units (and/or any successor securities or other property attributable to the Restricted Units that may result from the Change in Control), together with any distributions with respect to such Units then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(c) If Employee’s employment with the Company restrictions or an Affiliate terminates prior to the second anniversary of the Effective Date by reason of Employee’s death or Disabilitypaid, the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminateas applicable, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Companythereafter.
(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
Appears in 1 contract
Samples: Employee Restricted Unit Agreement (Noble Midstream Partners LP)
Vesting and Forfeiture. (a) Until The Restricted Shares shall be subject to a restricted period (the second “Restricted Period”) that shall commence on the Effective Date and shall end on the third anniversary of the Effective Date, (i) [Month] [Day], [Year + 3]. During the Restricted Period, the Restricted Shares shall be subject to being forfeited by Employee Participant to the Company Exxxx as provided in this Agreement, and (ii) Employee Participant may not sell, assign, transfer, discountpledge, exchange, pledge hypothecate or otherwise encumber or dispose of any of the Restricted Shares unless (the restrictions applicable “Restrictions”), except that the Restrictions shall be removed as to (i) 33-1/3% of such shares have terminated in accordance with the provisions of this Agreement or the Plan.
(b) If Employee remains employed by the Company or an Affiliate until:
(1) the first anniversary of the Effective Date, then on such anniversary date 40% of the Restricted Shares (or if such percentage results in a number of shares that includes a fractionfractional number, then the next lower whole number number) on [Month] [Day], [Year + 1], provided Participant is in the continuous service of sharesExxxx or an Affiliate until such date; (ii) an additional 33-1/3% of such shares (if a fractional number, then the next lower whole number) on [Month] [Day], [Year + 2], provided Participant is in the continuous service of Exxxx or an Affiliate until such date; and (iii) the remaining shares on [Month] [Day], [Year + 3], provided Participant is in the continuous service of Exxxx or an Affiliate until such date. Following the removal of the Restrictions on any Restricted Shares, Exxxx shall become nonforfeitable deliver to Participant from escrow a certificate representing such Shares and Participant shall be free to sell, transfer, pledge, exchange, hypothecate or otherwise dispose of such Restricted Shares, subject to applicable securities laws and the other restrictions applicable hereunder to such shares shall terminate; andpolicies of Exxxx then in effect.
(2b) the second anniversary Subject to paragraph (c) of this Section, upon termination of Participant’s employment or service with Exxxx or any Affiliate, (i) Participant shall have no rights whatsoever in and to any of the Effective DateRestricted Shares as to which the Restrictions have not by that time been removed pursuant to the foregoing paragraph, then on such anniversary date the remainder (ii) all of the Restricted Shares shall become nonforfeitable automatically revert to Exxxx at no cost and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 daysiii) after the termination neither Participant nor any of the restrictions applicable hereunder to a portion of the Restricted Shareshis or her heirs, such portion of the Restricted Sharesbeneficiaries, together with any dividends executors, administrators or other distributions personal representatives shall have any rights with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictionsthereto.
(c) If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary The Change of Control provisions in Article XIII of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder Plan shall apply with respect to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company.
(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
Appears in 1 contract
Vesting and Forfeiture. (a) Until The Restricted Shares shall be subject to a restricted period (the second “Restricted Period”) that shall commence on the Effective Date and shall end on the earlier of (i) the [first] anniversary of the Effective DateDate or (ii) the date of the annual meeting of stockholders in the succeeding calendar year [, (i) provided, in each instance that the Participant has been in continuous service as a Director of Company until such date]. During the Restricted Period, the Restricted Shares shall be subject to being forfeited by Employee Participant to the Company as provided in this Agreement, and (ii) Employee Participant may not sell, assign, transfer, discountpledge, exchange, pledge hypothecate or otherwise encumber or dispose of any of the Restricted Shares unless (the restrictions “Restrictions”), other than by will or pursuant to the applicable laws of descent and distribution. Following the removal of the Restrictions on any Restricted Shares, Company shall deliver to Participant from escrow a certificate representing such shares have terminated Shares and Participant shall be free to sell, transfer, pledge, exchange, hypothecate or otherwise dispose of such Restricted Shares, subject to applicable securities laws and the policies of Company then in accordance with the provisions of this Agreement or the Planeffect.
(b) If Employee remains employed by the Subject to paragraph (c) of this Section, upon termination of Participant’s service with Company or an Affiliate until:
as a Director, (1i) the first anniversary of the Effective Date, then on such anniversary date 40% Participant shall have no rights whatsoever in and to any of the Restricted Shares as to which the Restrictions have not by that time been removed pursuant to the foregoing paragraph, (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of sharesii) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2) the second anniversary of the Effective Date, then on such anniversary date the remainder all of the Restricted Shares shall become nonforfeitable automatically revert to Company at no cost and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 daysiii) after the termination neither Participant nor any of the restrictions applicable hereunder to a portion of the Restricted Shareshis or her heirs, such portion of the Restricted Sharesbeneficiaries, together with any dividends executors, administrators or other distributions personal representatives shall have any rights with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictionsthereto.
(c) If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary The Change of Control provisions in Article XII of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder Plan shall apply with respect to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company.
(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
Appears in 1 contract
Samples: Regular Restricted Stock Award Agreement (Boots & Coots International Well Control Inc)
Vesting and Forfeiture. (a) Until The Restricted Shares shall be subject to a restricted period (the second “Restricted Period”) that shall commence on the Effective Date and shall end on the first anniversary of the Effective Date.
(b) During the Restricted Period, (i) the Restricted Shares shall be subject to being forfeited by Employee Director to the Company as provided in this Agreement, and (ii) Employee Director may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions applicable to such shares have terminated in accordance with the provisions of this Agreement or the PlanShares.
(bc) If Employee Director remains employed by the Company or an Affiliate until:
(1) the first anniversary a member of the Effective Date, then on such anniversary date 40% Board of Directors throughout the Restricted Shares (or if such percentage results in a number of shares that includes a fractionPeriod, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2) the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion the Restricted Shares shall terminate, and as soon as practicable after the end of the Restricted Shares, such portion of Period the Restricted Shares, Shares shall be delivered to Director free of such restrictions together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions as provided in Section 3 of this Agreement, shall be delivered to Employee free of such restrictions.
(cd) If Employee’s employment with Director experiences a Termination for Cause during the Company or an Affiliate terminates prior to the second anniversary of the Effective Date by reason of Employee’s death or DisabilityRestricted Period, the restrictions applicable hereunder to all of then the Restricted Shares that are still subject shall be forfeited by Director to the restrictions Company, and shall be transferred to the Company by Director.
(e) If Director ceases to be a member of the Board of Directors during the Restricted Period for any reason other than as set forth in the following sentence of this Agreement Section 2(e) or in Section 2(f), the Restricted Shares shall be forfeited by Director to the Company and shall be transferred to the Company by Director. If Director dies or becomes disabled (within the meaning of section 22(e)(3) of the Internal Revenue Code of 1986, as amended, as determined by the Board of Directors in its discretion) while a member of the Board of Directors, or retires as a regular member of the Board of Directors because of age in accordance with the mandatory retirement provisions of Article III of the By-laws of the Company, all restrictions applicable to the Restricted Shares shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment thereafter the Restricted SharesShares shall be delivered to Director free of such restrictions (or in the event of Director’s death, to Director’s estate) together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions as provided in Section 3 of this Agreement.
(f) In accordance with Section 6.01 of the Plan, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Company.
(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to during the second anniversary Restricted Period while Director is a member of the Effective Date and while Employee is employed by the Company or an Affiliate and is Board of Directors, followed by the involuntary termination of EmployeeDirector’s employment (i) by membership on the Company or its AffiliateBoard of Directors, as applicableincluding a failure to re-nominate Director for election to the Board of Directors, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, Cause within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares the Restricted Shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions terminate and the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee Director free of such restrictions.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
Appears in 1 contract
Vesting and Forfeiture. (a) Until the second anniversary of the Effective Date, (i) the The Restricted Shares shall be subject to being forfeited by Employee Participant to the Company Chaparral as provided in this Agreement, and (ii) Employee Participant may not sell, assign, transfer, discountpledge, exchange, pledge hypothecate or otherwise encumber or dispose of any of the Restricted Shares unless (the restrictions applicable “Restrictions”) until the Restrictions are removed. The Restrictions shall be removed as to such shares have terminated in accordance with the provisions of this Agreement or the Plan.
seventy five percent (b75%) If Employee remains employed by the Company or an Affiliate until:
(1) the first anniversary of the Effective Date, then on such anniversary date 40% of the Restricted Shares as follows:
(or i) one-third (1/3) of such shares (if such percentage results in a number of shares that includes a fractionfractional number, then the next lower whole number number) on , provided Participant is in the continuous employment or service of sharesChaparral or an Affiliate until such date;
(ii) shall become nonforfeitable and the other restrictions applicable hereunder to an additional one-third (1/3) of such shares shall terminate(if a fractional number, then the next lower whole number) on , provided Participant is in the continuous employment or service of Chaparral or an Affiliate until such date; and
(2iii) the second anniversary remaining one-third (1/3) of such shares on , provided Participant is in the Effective Date, then on continuous employment or service of Chaparral or an Affiliate until such anniversary date date. The Restrictions shall be removed as to the remainder remaining twenty five percent (25%) of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable set forth on attached Exhibit A.
(but in no event later than 60 daysb) after the termination of the restrictions applicable hereunder to a portion of the Restricted Shares, such portion of the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to Notwithstanding the provisions of this AgreementSection 3(a) above, any remaining Restrictions shall be delivered to Employee free of such restrictions.
(c) If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder removed as to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such upon termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If EmployeeParticipant’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited service by Employee and transferred to the Company at no cost to the Company.
(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company Chaparral or its Affiliate, as applicable, Affiliate without Cause or by Participant for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, in each case, within the 24-month period one year following the date occurrence of such a Change in Control, all provided Participant is in the continuous employment or service of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to Chaparral or an Affiliate until such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(e) employment. For the purposes of this Agreement, transfers “Good Reason” means, unless otherwise defined in an employee agreement entered into by Chaparral and Participant (the “Employment Agreement”), the occurrence without the written consent of employment without interruption Participant, of service between one of the following events: (i) a material diminution in Participant’s authority, duties or among responsibilities combined with a demotion in Participant’s pay grade ranking; (ii) the Company and its Affiliates shall not reduction by Chaparral of Participant’s base salary by more than ten percent (10%) (unless done so for all executive officers of Chaparral); (iii) the requirement that Participant be considered based at any office or location that is more than 50 miles from Chaparral’s principal executive offices in Oklahoma City, Oklahoma, except for travel reasonably required in the performance of Participant’s responsibilities; or (iv) any other action or inaction that constitutes a termination material breach by Chaparral of employmentthe Employment Agreement.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Chaparral Energy, Inc.)
Vesting and Forfeiture. a. The Restricted Units shall be subject to a restricted period (athe “Restricted Period”) Until that shall commence on the second Effective Date and shall, except as provided otherwise herein or in the Plan, end on the third anniversary of the Effective Date, (i) Date with respect to all outstanding unvested Restricted Units.
b. During the Restricted Shares Period, the Restricted Units shall be subject to being forfeited forfeiture by Employee to the Company as provided in the Plan and this Agreement, and (ii) Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions applicable to such shares have terminated in accordance Units or any right with the provisions of this Agreement or the Planrespect thereto.
(b) c. If Employee remains employed by an Employee (as defined in the Plan) of the Company or an Affiliate until:
(1) the first anniversary of the Effective Date, then on such anniversary date 40% one of its Affiliates throughout the Restricted Shares (or if such percentage results in a number of shares that includes a fractionPeriod, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2) the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion the Restricted Units shall terminate, and as soon as practicable after the end of the Restricted SharesPeriod, such portion of the Restricted Shares, Units shall be delivered to Employee free of such restrictions together with any dividends or other distributions with respect to such shares Restricted Units held by the Company as provided in Section 3 of this Agreement.
d. If Employee’s Service is terminated for Cause during the Restricted Period, then all Restricted Units, and any distributions with respect to unvested Restricted Units held as provided in Section 3 of this Agreement, shall be forfeited and transferred by Employee to the Company.
e. If Employee ceases to be an Employee (as defined in the Plan) of the Company or of one of its Affiliates during the Restricted Period for any reason other than as set forth in the following sentence of this Section 2(e) or in Section 2(f), the Restricted Units (and any distributions with respect to such Restricted Units held as provided in Section 3 of this Agreement) shall be forfeited and transferred by Employee to the Company. If Employee dies or suffers a Disability during the Restricted Period while in Service as an Employee (as defined in the Plan), all restrictions applicable to the Restricted Units shall terminate, and as soon as practicable thereafter, the Restricted Units shall be delivered to Employee free of such restrictions (or in the event of Employee’s death, to Employee’s estate) together with any distributions with respect to such Restricted Units then being held by the Company as provided in Section 3 of this Agreement.
f. If, following a Change of Control during the Restricted Period, Employee’s Service is terminated without Cause (at a time when Employee is otherwise willing and able to continue Service), the restrictions applicable to the Restricted Units shall terminate, and the Restricted Units (and/or any successor securities or other property attributable to the Restricted Units that may result from the Change in Control), together with any distributions with respect to such Units then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(c) If Employee’s employment with the Company restrictions or an Affiliate terminates prior to the second anniversary of the Effective Date by reason of Employee’s death or Disabilitypaid, the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminateas applicable, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still subject to the restrictions of this Agreement shall be forfeited by Employee and transferred to the Company at no cost to the Companythereafter.
(d) In accordance with the provisions of Section 17 of the Plan, if a Change in Control occurs prior to the second anniversary of the Effective Date and while Employee is employed by the Company or an Affiliate and is followed by the termination of Employee’s employment (i) by the Company or its Affiliate, as applicable, for reasons other than a Termination for Cause, or (ii) by Employee on account of Good Reason, within the 24-month period following the date of such Change in Control, all of the Restricted Shares that are still subject to the restrictions of this Agreement shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of such restrictions the Restricted Shares (and/or any successor securities or other property attributable to the Restricted Shares that may result from the Change in Control), together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(e) For the purposes of this Agreement, transfers of employment without interruption of service between or among the Company and its Affiliates shall not be considered a termination of employment.
Appears in 1 contract
Samples: Employee Restricted Unit Agreement (Noble Midstream Partners LP)
