Restricted Share Awards. The Executive shall be eligible to receive restricted Common Shares of the Company (“Restricted Share Grants”) as approved by the Compensation Committee, but only to the extent that restricted shares are available for issuance under the Equity Incentive Plan. The terms and conditions of Restricted Share Grants shall be determined by the Compensation Committee. Any Common Shares issued as Restricted Share Grants will have voting and dividend rights, and, following the restriction period, shall be registered and fully transferable by the Executive.
Restricted Share Awards. Each Restricted Share Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. To the extent consistent with the Company’s Memorandum and Articles of Association (as amended and/or restated from time to time) and other constitutional and governance documents, at the Board’s election, Ordinary Shares underlying a Restricted Share Award may be held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Share Award lapse; and may be evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The Company may require that any share certificates relating to Restricted Shares be held by the Company in escrow for the participant until all restrictions on such Restricted Shares have been removed. The terms and conditions of Restricted Share Award Agreements may change from time to time, and the terms and conditions of separate Restricted Share Award Agreements need not be identical or comparable. Each Restricted Share Award Agreement will conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:
Restricted Share Awards. The Committee may make Awards of Restricted Shares to eligible persons selected by it. The amount of, the vesting and the transferability restrictions applicable to any Restricted Share Award shall be determined by the Committee in its sole discretion. If the Committee imposes vesting or transferability restrictions on a Holder’s rights with respect to Restricted Shares, the Committee may issue such instructions to the Company’s share transfer agent in connection therewith as it deems appropriate. The Committee may also cause any certificate for Shares issued pursuant to a Restricted Share Award to be imprinted with any legend which counsel for the Company considers advisable with respect to the restrictions or, should the Shares be represented by book or electronic entry rather than a certificate, the Company may take such steps to restrict transfer of the Shares as counsel for the Company considers necessary or advisable to comply with applicable law.
Restricted Share Awards. On the date which is the Executive’s first date of employment, the Company hereby agrees to grant to the Executive an award of 5,196 shares of restricted stock pursuant to the Plan. Such shares of restricted stock shall be granted pursuant to a restricted share award agreement substantially in the form of the restricted share agreement attached hereto as Exhibit B;
Restricted Share Awards. Each award of restricted Company Common Shares that is outstanding as of immediately prior to the Effective Time will become vested at the Effective Time either by its terms or the terms of any Company Benefit Plan as a result of the occurrence of the Effective Time (each, a “Company Restricted Share Award”), with any applicable performance goals deemed satisfied at the target level, and as of the Effective Time, shall be canceled and converted into the right to receive the Merger Consideration with respect to each Company Common Share subject to the Company Restricted Share Award as of no later than the first regular payroll date of the Company or the Surviving Corporation that occurs at least ten (10) Business Days following the Closing Date (or any later date required by Section 409A of the Code).
Restricted Share Awards. As of the Effective Time, each Company Restricted Share Award (“Company RSA”) outstanding immediately prior to the Effective Time, whether vested or unvested, will, automatically and without any action on the part of the holder thereof, be assumed and converted into a Buyer Restricted Stock Award (each, a “Buyer RSA”) denominated in shares of Buyer Common Stock, with the number of shares of Buyer Common Stock equal to the product (rounded up to the nearest whole number) of (i) the number of shares of Company Common Stock subject to such Company RSA as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio; provided, that each Buyer RSA received pursuant to this Section 2.07(c) shall be subject to (1) the same termination terms and other restrictions as the applicable Company RSA was subject to immediately prior to the Effective Time and (2) the same vesting schedule to which such Company RSA was subject immediately prior to the Effective Time. Within five (5) Business Days following the Effective Time, Buyer shall mail to each holder of record of a Company RSA outstanding immediately prior to the Effective Time a statement or other evidence showing the terms of the Buyer RSA into which such Company RSA was converted as of the Effective Time pursuant to this Section 2.07(c).
Restricted Share Awards. 9.1. Restricted Share awards under this Plan shall consist of Shares that are restricted against transfer, subject to forfeiture, and subject to such other terms and conditions as may be determined by the Committee. Such terms and conditions may provide, in the discretion of the Committee, for the lapse of forfeiture and transfer restrictions to be contingent upon the achievement of one or more specified Performance Goals.
Restricted Share Awards. The Executive shall be eligible to receive restricted Common Shares of the REIT (“Restricted Share Grants”) as recommended by the Chief Executive Officer and approved by the Compensation Committee, but only to the extent that restricted shares become available for issuance under the Equity Incentive Plan. If the REIT obtains shareholder approval of an increase in the number of restricted shares authorized for issuance to employees under the Equity Incentive Plan, then the Company will submit a recommendation to the Compensation Committee to award to the Executive, subject to review and approval by the Compensation Committee, a Restricted Share Grant for 25,000 Common Shares (the “Initial Restricted Share Grant”). Awards of Restricted Share Grants shall be on the following terms: vesting at the rate of 33.33% of the underlying Common Shares on the one-year anniversary of the effective date of the grant of Common Shares as Restricted Share Grants and 8.33% of the underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that, upon any of the following events the Executive will be 100% vested in the Restricted Share Grants: (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) his death, or (iv) his becoming Permanently Disabled (as defined herein). Executive will forfeit all unvested Restricted Share Grants if he is terminated for Cause or if he voluntarily terminates his employment with the Company for any reason. Any Common Shares issued as Restricted Share Grants will have voting and dividend rights. If the Initial Restricted Share Grant has not been issued to the Executive by the record date for the dividend for the third quarter of 2003, then the Company will pay the Executive a dividend equivalent payment on the payment date for the dividend for the third quarter of 2003, and on each dividend payment date thereafter, until such time as either the Initial Restricted Share Grant is awarded or the Executive’s employment is terminated for any reason.
Restricted Share Awards. Subject to the vesting, forfeiture, and other terms and conditions of the Company’s Management Incentive Plan dated as of August 9, 2017 (the “Plan”) and that certain Restricted Stock Award Agreement between the Company and the Individual dated as of August 16, 2017 (the “Award Agreement”), the Individual was granted 228,013 shares of the Company’s Common Stock (as defined in the Plan) (the “Restricted Shares”), 75% of which were to vest on a time basis under Section 3(a)(i) of the Award Agreement (the “Time-Based Restricted Shares”) and 25% of which were to vest on a performance basis under Section 3(a)(ii) of the Award Agreement (the “Performance-Based Restricted Shares”). Due to the resignation of his employment without Good Reason (as defined in the Employment Agreement), and without any further action by or notice from any person, the Individual acknowledges and agrees that he automatically forfeited all Restricted Shares which were not vested as of the Separation Date in accordance with Section 3(d) of the Award Agreement and that the following Restricted Shares were vested as of the Separation Date in accordance with Section 3(a)(i) of the Employment Agreement: (i) 57,003 of the Time-Based Restricted Shares (the “Time-Based Vested Restricted Shares”) which vested on April 1, 2018, (ii) 21,851 of the Performance-Based Restricted Shares which vested on December 31, 2017, and (iii) an additional number of Performance-Based Restricted Shares which vested on December 31, 2018 in an amount to be determined by the Board in its sole discretion (the Performance-Based Restricted Shares described in (ii) and (iii), the “Performance-Based Vested Restricted Shares”). By signing below, the Individual also acknowledges and agrees that he has no rights in any equity or equity-related interests in the Company, CEI, or their affiliates other than the Restricted Shares just described and as set forth in subparagraphs 5(c) and 5(d) below.
Restricted Share Awards. A restricted share award represents Common Shares that are issued subject to restrictions on transfer and vesting requirements as determined by the Compensation Committee. Vesting requirements may be based on the continued employment of the participant for specified time periods and on the attainment of specified business performance goals established by the Compensation Committee. Subject to the transfer and vesting restrictions of the award, the participant will have the rights of a shareholder of Platinum Holdings, including all voting and dividend rights, during the restriction period, unless the Committee determines otherwise at the time of the grant.
