Common use of Restricted Share Awards Clause in Contracts

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.

Appears in 1 contract

Samples: Separation and Release Agreement (Chaparral Energy, Inc.)

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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 “PlanMIP”), and the Company’s 2019 Long-Term Incentive Plan (the “LTIP” and, together with the MIP, the “Plans”) and that certain Restricted Stock Award Agreement between the Company and applicable award agreements under the Individual dated MIP or the LTIP, as of August 16, 2017 applicable (the “Award AgreementAgreements”), Executive has been granted the Individual was granted 228,013 following shares of the Company’s Common Stock (as defined in the PlanPlans) (collectively, the “Restricted Shares”)): Grant Date Vesting Dates (in each case, 75% of which were subject to vest on a time basis under Section 3(a)(icontinued employment through such date) Share Originally Granted Unvested Shares Performance- or Time- Based 8/9/2017 On the 1st, 2nd and 3rd anniversaries of the Award Agreement (the “TimeGrant Date one-Based Restricted Shares”) and 25% of which were to vest on a performance basis under Section 3(a)(ii) third of the Award Agreement (the “Performance-Based Restricted Shares”). Due performance units multiplied by a factor ranging from 0 to 1.5 will vest, subject to the achievement of certain performance criteria. 131,198 43,733 Performance 8/9/2017 1/3 each on the 1st, 2nd and 3rd anniversaries of the Grant Date 393,594 131,198 Time 8/30/2019 On the 1st, 2nd and 3rd anniversaries of the Grant Date one-third of the performance units multiplied by a factor ranging from 0 to 1.5 will vest, subject to the achievement of certain performance criteria. 175,000 175,000 Performance 8/30/2019 1/3 each on the 1st, 2nd and 3rd anniversaries of the Grant Date 175,000 175,000 Time Because of Executive’s voluntary resignation of his employment as of the Date of Termination without Good Reason (as defined in the Employment Agreement)Reason, and without any further action by or notice from any person, the Individual Executive acknowledges and agrees that he automatically forfeited all Restricted Shares which were not vested that are unvested as of the Separation Date of Termination in accordance with Section 3(d) of the Award Agreement Agreements (and that as shown in the following Restricted Shares were vested immediately preceding table) will be automatically forfeited 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”)Termination. By signing below, the Individual Executive also acknowledges and agrees that he has no rights in any equity or equity-related interests in the Employer, the Company, CEI, or their respective affiliates other than the (i) Restricted Shares just described that have previously vested and as set forth in subparagraphs 5(cnot been sold or otherwise disposed of by Executive and (ii) and 5(d) belowany shares of Common Stock that Executive has acquired from time to time on the open market.

Appears in 1 contract

Samples: Separation and Release Agreement (Chaparral Energy, Inc.)

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