Common use of Shares of Restricted Stock Clause in Contracts

Shares of Restricted Stock. granted to Participants under the Plan shall be subject to the following terms and conditions: (a) Restricted Stock granted to Participants may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restricted Period; (b) The Participant as owner of such shares shall have all the rights of a stockholder, including but not limited to the right to vote such shares and, except as otherwise provided by the Committee or as otherwise provided by the Plan, the right to receive all dividends and other distributions paid on such shares; (c) Each certificate issued in respect of shares of Restricted Stock granted under the Plan shall be registered in the name of the Participant but, at the discretion of the Committee, each such certificate may be deposited with the Company with a stock power endorsed in blank or in a bank designated by the Committee; (d) The Committee may award Restricted Stock as Performance-Based Compensation, which shall be Restricted Stock that will be earned (or for which earning is accelerated) upon the achievement of Performance Goals established by the Committee and the Committee may specify the number of shares that will be earned upon achievement of different levels of performance; except as otherwise provided by the Committee, achievement of maximum targets during the Performance Period shall result in the Participant's earning of the full amount of Restricted Stock comprising such Performance-Based Compensation and, in the discretion of the Committee, achievement of the minimum target but less than the maximum target, the Committee may result in the Participant's earning of a portion of the Award; and (e) Except as otherwise provided by the Committee, any Restricted Stock which is not earned by the end of a Restricted Period or Performance Period, as the case may be, shall be forfeited. If a Participant's Date of Termination occurs prior to the end of a Restricted Period or Performance Period, as the case may be, the Committee may determine, in its sole discretion, that the Participant will be entitled to settlement of all or any portion of the Restricted Stock as to which he or she would otherwise be eligible, and may accelerate the determination of the value and settlement of such Restricted Stock or make such other adjustments as the Committee, in its sole discretion, deems desirable. Subject to the limitations of the Plan and the Award of Restricted Stock, upon the vesting of Restricted Stock, such Restricted Stock will be transferred free of all restrictions to the Participant (or his or her legal representative, beneficiary or heir).

Shares of Restricted Stock. granted to Participants under If you satisfy the conditions described in this Award Agreement, the Plan shall be subject to and the following terms and conditions: (a) Prospectus, as supplemented, the restrictions imposed on your Restricted Stock granted to Participants may not be sold, assigned, transferred, pledged or otherwise encumbered during the Restricted Period; (b) The Participant as owner of such shares shall have all the rights of a stockholder, including but not limited to the right to vote such shares and, except as otherwise provided by the Committee or as otherwise provided by the Plan, the right to receive all dividends and other distributions paid on such shares; (c) Each certificate issued in respect of shares of Restricted Stock granted under the Plan shall be registered in the name of the Participant but, at the discretion of the Committee, each such certificate may be deposited with the Company with a stock power endorsed in blank or in a bank designated by the Committee; (d) The Committee may award Restricted Stock as Performance-Based Compensation, which shall be Restricted Stock that will be earned (or for which earning is accelerated) upon removed and you will own the achievement of Performance Goals established by the Committee and the Committee may specify the number of shares that will be earned upon achievement of different levels of performance; except as otherwise provided by the Committeeunderlying common shares. You also must arrange to pay any taxes due. Normally, achievement of maximum targets during the Performance Period shall result in the Participant's earning of the full amount of Restricted Stock comprising such Performance-Based Compensation and, in the discretion of the Committee, achievement of the minimum target but less than the maximum targeton [Vesting Date], the Committee may result (as defined in the Participant's earning of a portion of Plan) will ascertain if you have satisfied the Award; and (e) Except as otherwise provided by the Committeeconditions imposed on your Restricted Stock. If you have not, any your Restricted Stock which is not earned by the end of a Restricted Period or Performance Period, as the case may be, shall will be forfeited. If a Participant's Date you have, as soon as administratively practicable after [Vesting Date], these common shares will be distributed to you, free of Termination occurs prior any restrictions. Your Restricted Stock will be held in escrow until it is settled or forfeited. The restrictions imposed on your Restricted Stock normally will be met if you are actively employed by the Company or any Affiliate or Subsidiary (as defined in the Plan) on [Vesting Date] and all other conditions described in this Award Agreement, the Plan and the Prospectus, as supplemented, are met. The federal income tax treatment of your Restricted Stock is discussed in the Plan’s Prospectus, as supplemented. Normally, your Restricted Stock will be settled on [Vesting Date]. However, the unvested portion of your Restricted Stock will be forfeited if you terminate employment before [Vesting Date]. You also will forfeit any outstanding Restricted Stock and must return to the end Company all common shares and other amounts you have received through the Plan if, without our consent, you do any of the following within 180 days before and 730 days after terminating employment: [a] You serve (or agree to serve) as an officer, director, consultant or employee of any proprietorship, partnership, corporation or other entity or become the owner of a Restricted Period business or Performance Period, as the case may be, the Committee may determine, in its sole discretion, a member of a partnership that the Participant will be entitled to settlement of all or competes with any portion of the Restricted Stock as Company’s (or any Affiliate’s or Subsidiary’s) business with which you have been involved any time within five years before termination of employment or render any service (including, without limitation, advertising or business consulting) to which he or she would otherwise be eligible, and may accelerate the determination entities that compete with any portion of the value and settlement Company’s (or any Affiliate’s or Subsidiary’s) business with which you have been involved any time within five years before termination of such Restricted Stock employment; AUSTRIAN FORM [b] You refuse or make such other adjustments as fail to consult with, supply information to or otherwise cooperate with the Committee, Company or any Affiliate or Subsidiary after having been requested to do so; [c] You deliberately engage in its sole discretion, deems desirable. Subject any action that the Company concludes has caused substantial harm to the limitations interests of the Plan Company or any Affiliate or Subsidiary; [d] On your own behalf or on behalf of any other person, partnership, association, corporation or other entity, you solicit or in any manner attempt to influence or induce any employee of the Company or any Affiliate or Subsidiary to leave the Company’s or any Affiliate’s or Subsidiary’s employment or use or disclose to any person, partnership, association, corporation or other entity any information obtained while an employee of the Company or any Affiliate or Subsidiary concerning the names and addresses of the Award of Restricted Stock, upon the vesting of Restricted Stock, such Restricted Stock will be transferred free of all restrictions Company’s or any Affiliate’s or Subsidiary’s employees; [e] You disclose confidential and proprietary information relating to the Participant Company’s or any Affiliate’s or Subsidiary’s business affairs (“Trade Secrets”), including technical information, product information and formulae, processes, business and marketing plans, strategies, customer information and other information concerning the Company’s or his any Affiliate’s or her legal representativeSubsidiary’s products, beneficiary promotions, development, financing, expansion plans, business policies and practices, salaries and benefits and other forms of information considered by the Company or heir).any Affiliate or Subsidiary to be proprietary and confidential and in the nature of Trade Secrets;