Restricted Stock Sample Clauses
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Restricted Stock. Shares of restricted stock granted to the Executive by the Company which have not become vested as of the date of termination of the Executive’s employment, as provided in Section 7(b), shall immediately become vested on a pro rata basis upon the Release becoming irrevocable. The number of such additional shares of restricted stock that shall become vested as of the date of the Executive’s termination of employment shall be that number of additional shares that would have become vested through the date of such termination of employment at the rate(s) determined under the vesting schedule applicable to such shares had such vesting schedule provided for the accrual of vesting on a daily basis (based on a 365-day year). The pro rata amount of shares vesting through the date of non-renewal shall be calculated by multiplying the number of unvested shares scheduled to vest in each respective vesting year by the ratio of the number of days from the date of grant through the date of non-renewal, and the number of days from the date of grant through the original vesting date of the respective vesting tranche. Any shares of restricted stock remaining unvested after such pro rata acceleration of vesting shall automatically be reacquired by the Company in accordance with the provisions of the applicable restricted stock agreement, and the Executive shall have no further rights in such unvested portion of the restricted stock. In addition, the Company shall waive any reacquisition or repayment rights for dividends paid on restricted stock prior to Executive’s termination of employment.
Restricted Stock. In order to encourage the Participant’s contribution to the successful performance of the Company, and in consideration of the covenants and promises of the Participant herein contained, the Company hereby grants to the Participant as of the Date of Grant, an Award of [insert number of shares] shares of Common Stock, subject to the conditions and restrictions set forth below and in the Plan (the “Restricted Stock”).
Restricted Stock. As soon as practicable following the Effective Date, you shall be issued Seven Million, Seven Hundred Seventy Thousand, Three Hundred Sixty One (7,770,361) shares of common stock of the Company (the “Shares”), as more fully set forth in the Restricted Stock Award Agreement attached hereto as Schedule A-1 and incorporated herein by this reference (the “Award Agreement”); provided, however, that the issuance of such Shares shall be subject to, and conditioned upon your execution thereof and delivery to the Company as therein contemplated. In the event that, within twelve (12) months following the grant to you of the Shares, the Company shall consummate a transaction constituting a Change in Control, then the Company shall pay to you an amount equal to the difference between (i) the amount of the federal and state taxes (“Taxes”) that you will actually have to pay, in respect of the net proceeds received by you at the closing of the transaction constituting a Change in Control (the “Proceeds”) for such · hares, and (ii) the amount of the Taxes that you would otherwise have actually had to pay in connection with the receipt of the Proceeds (such amount, the “Tax Differential Payment”), had you owned such Shares for at least twelve (12) months prior to the consummation of such transaction constituting a Change in Control. In addition thereto, the Company shall pay to you the actual amount of the Taxes you will have to pay as a result of your receipt of the Tax Differential Payment (the “Gross Up Payment” and together with the Tax Differential Payment the “Additional Payment”). With respect to the Additional Payment, (x) the determination of such amounts hall be determined by the Company in its good faith judgment in consultation with its independent auditors, which such determination shall be final and binding on you· and (y) payment of such Additional Payment shall be made, at the election of the Company, either concurrently with, or a soon as practicable following, the Change in Control but in no event later than ninety (90) days following the date of such Change in Control.
Restricted Stock. All restrictions on any restricted stock, performance stock or similar stock-based awards granted by the Company, including without limitation any vesting or performance criteria, held by the Executive as of the Date of Termination shall be removed and such awards shall be deemed vested and earned in full.
Restricted Stock. (i) Every share of Common Stock that bears, or that is required under this Section 2.07(b) to bear, the Restricted Stock Legend will be deemed to be “Restricted Stock”. Each share of Restricted Stock will be subject to the restrictions on transfer set forth in this Indenture (including the Restricted Stock Legend) and will bear a restricted CUSIP number unless such restrictions on transfer are eliminated or otherwise waived by written consent (including, without limitation by the Company’s delivery of the Free Transferability Certificate as provided herein) of the Company, and each Holder of Restricted Stock, by such Holder’s acceptance of Restricted Stock, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Stock.
(ii) Until the Resale Restriction Termination Date, any shares of Common Stock issued upon the conversion of a Restricted Note, will be issued in book-entry form and will bear the Restricted Stock Legend, unless the Company delivers written notice to the Trustee, the Registrar and the transfer agent for the Common Stock stating that such shares of Common Stock need not bear the Restricted Stock Legend.
(iii) On and after the Resale Restriction Termination Date, shares of Common Stock issued upon conversion of a Restricted Note will be issued in book-entry or certificated form (as determined by the Company) and will bear the Restricted Stock Legend at any time the Company reasonably determines that, to comply with law, such shares of Common Stock must bear the Restricted Stock Legend.
Restricted Stock. As additional consideration for entering into this Agreement, following Employee’s employment by the Bank and/or the Company on the Closing Date, Employee shall be awarded restricted shares of the Company’s common stock pursuant to the Company’s Restricted Stock Award Program. The value of the restricted shares awarded to Employee (based on the publicly traded price of the Company’s common stock at the close of trading three (3) trading days before the Closing Date and irrespective of the restrictions associated with such restricted shares) shall be three times (3x) Employee’s annual base salary as set forth in Section 2 above, to be rounded down to the nearer whole share amount. The Parties further agree that the awarding of such restricted shares shall be made pursuant to the terms of a Restricted Stock Award Agreement to be executed in a form attached as Exhibit A (the “Award Agreement”), with the Restriction Period as defined in the Award Agreement to begin on the Closing Date and end on the third anniversary of the Closing Date (the “Restriction Period”). In addition, if Employee experiences a Termination of Service (as defined in the Restricted Stock Award Program) before the end of the Restriction Period as a result of First Charter’s discontinuance of its Small Business Administration lending business or First Charter’s involuntary termination of Employee without “Cause” (as defined below), the Parties agree that First Charter shall pay Employee an amount equal to the cash value of Employee’s restricted shares based on the publicly traded price of the Company’s common stock as of the Termination of Service as if such shares had vested on a pro-rata basis through the effective date of such event (calculated using as the numerator the number of days from the beginning of the Restriction Period to the effective date of the Employee’s Termination of Service, and as the denominator the number of days from the beginning of the Restriction Period to the last day of the Restriction Period). Nothing in this Agreement or the Award Agreement shall in any way change Employee’s employment status with the Bank and/or the Company, which shall be at-will, nor are they a guarantee of or a contract for continued employment with the Bank and/or the Company, for a specific term or otherwise.
Restricted Stock. (a) The Conversion Shares to be issued hereunder have not been registered with the United States Securities and Exchange Commission, or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom.
(b) Debt-holder understands that the certificates representing the Conversion Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or other instruments): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.
Restricted Stock. “Restricted Stock” shall mean shares of Common Stock of the Company issued under this Award Agreement and subject to the Restrictions imposed hereunder.
Restricted Stock. Any restrictions on any ---------------- outstanding restricted or performance stock grants to Executive by SunTrust shall (subject to (S) 3(a)(2)(G)) immediately expire and Executive's right to such stock shall be non-forfeitable notwithstanding the terms of any plan or agreement under which such grants were made.
Restricted Stock. If any shares of Company Common Stock that are outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition providing that such shares ("COMPANY RESTRICTED STOCK") may be forfeited or repurchased by the Company upon any termination of the stockholders' employment, directorship or other relationship with the Company (and/or any affiliate of the Company) under the terms of any restricted stock purchase agreement or other agreement with the Company that does not by its terms provide that such repurchase option, risk of forfeiture or other condition lapses upon consummation of the Merger, then the shares of Parent Common Stock issued upon the conversion of such shares of Company Common Stock in the Merger will continue to be unvested and subject to the same repurchase options, risks of forfeiture or other conditions following the Effective Time, and the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends noting such repurchase options, risks of forfeiture or other conditions. Company shall take all actions that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement. A listing of the holders of Company Restricted Stock, together with the number of shares and the vesting schedule of Company Restricted Stock held by each, is set forth in Part 1.9 of the Company Disclosure Letter.