Vested Restricted Shares. (i) The Vested Restricted Shares may not be sold, assigned, transferred, pledged, gifted, encumbered, alienated, hypothecated or otherwise disposed of and any attempt to do so shall be void and of no legal force or effect whatsoever.
Vested Restricted Shares. Award Value: · One-third of the total targeted annual grant value will be provided in time-based RSA’s. · The grant value will be determined by calculating the total equity grant value [(2015 base salary x LTI target as % of 2015 base salary) then dividing by three]. · Share count is based on the grant value divided by grant date closing stock price on 12/31/2014. Vesting: · RSA’s xxxx xxxxx vest three years from date of grant. · These shares are not subject to performance contingencies and will be earned by the recipient by continued employment through the vesting period.
Vested Restricted Shares. Removal of Restrictions; Payments. Upon Restricted Shares becoming vested, TriState Capital shall, within thirty (30) business days thereof, cause all restrictions hereunder to be removed from the book entry accounts evidencing the Vested Restricted Shares or the certificates representing such Vested Restricted Shares and, to the extent the Vested Restricted Shares are represented by certificates, shall cause certificates representing such Restricted Shares, free and clear of all restrictions (but subject to any applicable securities law restrictions or other restrictions imposed upon the common stock of TriState Capital generally), to be delivered to the Grantee. In lieu of certificated Restricted Shares, such Restricted Shares may be in book entry form. Notwithstanding anything in the Agreement to the contrary, TriState Capital will be under no obligation to issue fractional Restricted Shares. Further, upon vesting of the Restricted Shares (or portion thereof), the Grantee acknowledges and agrees that any fractional Restricted Share that is taxable may be settled in cash; provided, however, that, the parties intend that vesting shall occur in whole shares, and any fractional shares that might vest in an interim year shall not vest until the final year of vesting when full shares vest, or fractional shares are settled in cash.
Vested Restricted Shares. In no event may vested Restricted Shares be transferred by the Holder to any third party other than the Holder’s transfer of any or all of the Holder’s vested Restricted Shares, either during the Holder’s lifetime or on death by will or the
Vested Restricted Shares. Set forth on Schedule 1.7(a) is a list of the holders of the outstanding Restricted Shares. At the Effective Time, each Vested Restricted Share that is outstanding immediately prior to the Effective Time will, by virtue of the Merger and without the need for any further action on the part of the holder thereof, cease to be a Restricted Share and be cancelled in exchange for the right to receive an amount of cash equal to (i) the Per Share Common Closing Amount, (ii) the Per Share Common Adjustment Amount (if any) and (iii) the Per Share Common Escrow Amount (if any). At the Effective Time, the Company shall pay to each holder of Vested Restricted Shares the portion of the Initial Cash Merger Consideration to which he, she or it is entitled pursuant to this Section 1.7(a), less applicable Taxes required to be withheld with respect to such payments.
Vested Restricted Shares. In no event may vested Restricted Shares be transferred by the Holder to any third party other than the Holder’s transfer of any or all of the Holder’s vested Restricted Shares, either during the Holder’s lifetime or on death by will or the laws of descent and distribution, to one or more members of the Holder’s immediate family, to a trust for the exclusive benefit of the Holder or such immediate family members, to any other entity owned exclusively by the Holder or such immediate family members, or to any combination thereof (each, a “Permitted Transferee”); provided, however, that no transfers made pursuant to any divorce or separation proceedings or settlements shall be exempt from this Section 2 and provided further that no transfer may occur except in compliance with all applicable securities laws as determined by the Company (and the Company shall be under no obligation to register the Restricted Shares or take any other action to seek compliance with such securities laws). For purposes of the foregoing, “immediate family” shall mean the spouse, children, grandchildren, parents or siblings of the Holder, including, in each case, adoptive relations. Notwithstanding anything to the contrary contained elsewhere in this Section 2, any proposed transferee or Permitted Transferee of the Holder shall receive and hold such stock subject to the provisions of this Agreement, and, as a condition of such transfer, shall deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement. There shall be no subsequent transfer of such stock except in accordance with this Section 2.
Vested Restricted Shares. Award Value: • The target estimated grant date value of the one-time RSA is $600,000. • The target number of shares is calculated as: Target estimated grant date value of total LTI grant ÷ the closing stock price on August 31, 2017, rounded down to the nearest full share.
