Restricted Stock and RSUs Sample Clauses

Restricted Stock and RSUs. A restricted stock award is a grant of actual Shares issued in your name that are subject to certain vesting requirements and which we hold until the applicable vesting date, at which time the vested Shares are released to you. An RSU represents the right to receive one Share upon the applicable vesting date, but no Share is actually issued until vesting. An RSU may be settled in cash or Shares, as determined by the Administrator in your applicable award agreement. An award agreement for an RSU will provide whether such award will be settled within the time period for short term deferrals (as defined under Section 409A) or within the time of completion of certain events described in the award agreement. The Administrator determines whether an award will be restricted stock or RSUs, and establishes the restriction period and any additional restrictions applicable to the award. A restricted stock or RSU award cannot be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restriction period or prior to the satisfaction of any applicable restrictions put in place by the Administrator. Unless otherwise specified in the award agreement, past services provided by you shall be considered adequate consideration for the restricted stock awarded to you or Shares issued in settlement of RSUs awarded to you. Notwithstanding the foregoing sentence, if specified in the award agreement, we may require you to purchase from us the restricted stock or Shares issued in settlement of RSUs for a price specified in your award agreement. You may pay the purchase price of your restricted stock or Shares issued in settlement of RSUs in the same form as described below in Form of Payment for Options and Restricted Stock, or, in the Administrator’s discretion, as described in your applicable award agreement, in consideration for your future services rendered. Once the restriction period and any conditions prescribed by the Administrator applicable to your restricted stock or RSUs expire or terminate, you will be delivered Shares, free of all restrictions, unless your award agreement provides otherwise. Unless the Administrator otherwise provides in your award agreement, if you hold a restricted stock award, you have the same rights as our shareholders, including voting and rights to dividends. RSUs, however, carry no voting or dividend rights, unless the applicable award agreement states otherwise. Also, if you hold an RSU, you have no greater rights...
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Restricted Stock and RSUs. Restricted stock ("Restricted Stock") and restricted stock units ("RSUs") (other than Co-Invest Awards) granted under any of the Company Equity Plans to any individual who is or was an employee, officer or director of, or consultant or advisor to the Company that are not vested immediately prior to the Effective Time shall be fully vested and free of any forfeiture restrictions immediately prior to the Effective Time, whereupon the Shares represented thereby (net of any Shares withheld to cover applicable withholding and excise taxes) shall be converted into the right to receive in cash the Merger Consideration per Share in accordance with Section 3.1(c). For the avoidance of doubt, for purposes of the immediately preceding sentence with respect to performance-based Restricted Stock and RSUs as to which the performance period has not yet been completed, the number of Shares represented thereby shall be equal to the number of Shares that the holder would have been eligible to receive had performance criteria applicable thereto been achieved at target levels.
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Restricted Stock and RSUs. The Committee is authorized to grant Awards of Restricted Stock and RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine.
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Related to Restricted Stock and RSUs

  • Restricted Stock Units Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

  • Restricted Stock Awards Each Restricted Stock Award shall be evidenced by a Restricted Stock Award Agreement, which shall comply with and be subject to the following terms and conditions:

  • 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 Award Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Participant _____ Shares (the “Restricted Shares”), which shall vest and become nonforfeitable in accordance with Section 3 hereof.

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

  • Settlement of Restricted Stock Units 6.1 Subject to Section 9 hereof, promptly following the vesting date, and in any event no later than March 15 of the calendar year following the calendar year in which such vesting occurs, the Company shall (a) issue and deliver to the Grantee the number of shares of Common Stock equal to the number of Vested Units; and (b) enter the Grantee’s name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to the Grantee.

  • Award of Restricted Stock Units The Company, effective as of the date of this Agreement, hereby grants to Participant an award of Restricted Stock Units, each Restricted Stock Unit representing the right to receive one share of Common Stock on such date as set forth herein, plus an additional amount pursuant to Section 2(b) hereof, subject to the terms and conditions set forth in this Agreement.

  • Restricted Shares Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

  • Forfeiture of Restricted Stock Units Except as provided in Section 3, if the Employee terminates employment prior to the satisfaction of the vesting requirements set forth in Section 2(a) above, any unvested Restricted Stock Units shall immediately be forfeited. The period of time during which the Restricted Stock Units covered by this Award are forfeitable is referred to as the “Restricted Period.”

  • Restricted Stock Unit Award Subject to the terms and conditions of the Plan and this Award Agreement, the Company hereby grants to the Participant the number of Restricted Stock Units indicated in the Notice of Grant (the “RSUs”). Each RSU represents one notional Share.

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