Common use of Restricted Clause in Contracts

Restricted. Stock awards shall be evidenced by Agreements containing provisions setting forth the terms and conditions governing such awards. Each such Agreement shall contain the following: (i) prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (A) the Shares awarded as Restricted Stock under the Plan, (B) the right to vote the Shares, or (C) the right to receive dividends thereon in each case during the restriction period applicable to the Shares; provided, however, that the Grantee shall have all the other rights of a shareholder including, but not limited to, the right to receive dividends and the right to vote the Shares; (ii) at least one term, condition or restriction constituting a "substantial risk of forfeiture" as defined in Section 83(c) of the Code; (iii) such other terms, conditions and restrictions as the Committee or the CEO, in the case of Restricted Stock awarded to Employees or Consultants, in its or his discretion may specify (including, without limitation, provisions creating additional substantial risks of forfeiture); (iv) a requirement that each certificate representing shares of Restricted Stock shall be deposited with the Company, or its designee, and shall bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Maxim Pharmaceuticals, Inc. 1993 Long-Term Incentive Plan and an Agreement entered into between the registered owner and Maxim Pharmaceuticals, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of the Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Maxim Pharmaceuticals, Inc." (v) the applicable period or periods of any terms, conditions or restrictions applicable to the Restricted Stock, provided, however, that the Committee or the CEO, in the case of Restricted Stock awarded to an Employee or Consultant, in its or his discretion may accelerate the expiration of the applicable restriction period with respect to any part or all of the Shares awarded to a Grantee; and (vi) the terms and conditions upon which any restrictions upon shares of Restricted Stock awarded under the Plan shall lapse and new certificates free of the foregoing legend shall be issued to the Grantee or his or her legal representative.

Restricted. Stock awards shall be evidenced by Agreements containing provisions setting forth the terms and conditions governing such awardsUnit Award Agreement with ▇▇▇▇ ▇▇▇▇▇▇▇▇ (Stock Price Based-Vesting). Each such Agreement shall contain the following107.1* Filing Fee Table. * Filed herewith. (a) The undersigned Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) prohibitions against To include any prospectus required by Section 10(a)(3) of the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (A) the Shares awarded as Restricted Stock under the Plan, (B) the right to vote the Shares, or (C) the right to receive dividends thereon in each case during the restriction period applicable to the Shares; provided, however, that the Grantee shall have all the other rights of a shareholder including, but not limited to, the right to receive dividends and the right to vote the SharesSecurities Act; (ii) at least one termTo reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, condition individually or restriction constituting in the aggregate, represent a "substantial risk of forfeiture" as defined fundamental change in Section 83(c) of the Code;information set forth in this Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such other terms, conditions and restrictions as the Committee or the CEO, information in the case of Restricted Stock awarded to Employees or Consultants, in its or his discretion may specify (including, without limitation, provisions creating additional substantial risks of forfeiture)this Registration Statement; (iv2) a requirement that That, for the purpose of determining any liability under the Securities Act, each certificate representing shares of Restricted Stock such post-effective amendment shall be deposited with deemed to be a new registration statement relating to the Company, or its designeesecurities offered therein, and shall bear the following legend: "This certificate and the shares offering of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Maxim Pharmaceuticals, Inc. 1993 Long-Term Incentive Plan and an Agreement entered into between the registered owner and Maxim Pharmaceuticals, Inc. Release from such terms and conditions securities at that time shall be made only in accordance with deemed to be the provisions of the Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Maxim Pharmaceuticals, Inc." (v) the applicable period or periods of any terms, conditions or restrictions applicable to the Restricted Stock, provided, however, that the Committee or the CEO, in the case of Restricted Stock awarded to an Employee or Consultant, in its or his discretion may accelerate the expiration of the applicable restriction period with respect to any part or all of the Shares awarded to a Granteeinitial bona fide offering thereof; and (vi3) To remove from registration by means of a post-effective amendment any of the terms and conditions upon securities being registered which remain unsold at the termination of the offering. (b) The undersigned Company hereby undertakes that, for purposes of determining any restrictions upon shares of Restricted Stock awarded liability under the Plan shall lapse and new certificates free Securities Act, each filing of the foregoing legend Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be issued deemed to be a new registration statement relating to the Grantee securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or his otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or her legal representativepaid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Restricted. Stock awards shall be evidenced by Agreements containing provisions setting forth the terms and conditions governing such awards. Each such Agreement shall contain the following:: 10 (i) prohibitions Prohibitions against the sale, assignment, transfer, exchange, pledge, hypothecation, or other encumbrance of (A) the Shares awarded as Restricted Stock under the Plan, (B) the right to vote the Shares, or (C) the right to receive dividends thereon in each case during the restriction period applicable to the Shares; provided, however, that the Grantee shall have all the other rights of a shareholder including, but not limited to, the right to receive dividends and the right to vote the Shares; (ii) at At least one term, condition or restriction constituting a "substantial risk of forfeiture" as defined in Section section 83(c) of the Code; (iii) such Such other terms, conditions and restrictions as the Committee or the CEO, in the case of Restricted Stock awarded to Employees or Consultants, in its or his discretion may specify (including, without limitation, provisions creating additional substantial risks of forfeiture); (iv) a A requirement that each certificate representing shares Shares of Restricted Stock shall be deposited with the CompanyCorporation, or its designee, and shall bear the following legend: "This certificate and the shares of stock represented hereby are subject to the terms and conditions (including the risks of forfeiture and restrictions against transfer) contained in the Maxim PharmaceuticalsAmended and Restated S&T Bancorp, Inc. 1993 Long-Term 1992 Incentive Plan Stock Plan, and an Agreement entered into between the registered owner and Maxim PharmaceuticalsS&T Bancorp, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of the Plan and the Agreement, a copy of each of which is on file in the office of the Secretary of Maxim PharmaceuticalsS&T Bancorp, Inc." (v) the The applicable period or periods of any terms, conditions or restrictions applicable to the Restricted Stock, provided, however, that the Committee or the CEO, in the case of Restricted Stock awarded to an Employee or Consultant, in its or his discretion may accelerate the expiration of the applicable restriction period with respect to any part or all of the Shares awarded to a Grantee; and (vi) the The terms and conditions upon which any restrictions upon shares Shares of Restricted Stock awarded under the Plan shall lapse and new certificates free of the foregoing legend shall be issued to the Grantee or his or her legal representative.