Grants. The Committee may grant Awards of Restricted Stock for no cash consideration, for such minimum consideration as may be required by applicable law, or for such other consideration as may be specified by the grant. The terms and conditions of the Restricted Stock shall be specified by the grant agreement. The Committee, in its sole discretion, may specify any particular rights which the person to whom an Award of Restricted Stock is made shall have in the Restricted Stock during the restriction period and the restrictions applicable to the particular Award, the vesting schedule (which may be based on service, performance or other factors) and rights to acceleration of vesting (including, without limitation, whether non-vested Shares are forfeited or vested upon termination of employment or service). Further, the Committee may award performance-based Restricted Stock by conditioning the grant or vesting or such other factors, such as the release, expiration or lapse of restrictions upon any such Award (including the acceleration of any such conditions or terms) of such Restricted Stock, upon the attainment of specified performance goals or such other factors as the Committee may determine. The Committee shall also determine when the restrictions shall lapse or expire and the conditions, if any, under which the Restricted Stock will be forfeited or sold back to the Company. Each Award of Restricted Stock may have different restrictions and conditions. The Committee, in its discretion, may prospectively change the restriction period and the restrictions applicable to any particular Award of Restricted Stock. Unless otherwise set forth in the Plan, Restricted Stock may not be disposed of by the recipient until the restrictions specified in the Award expire.
Grants. The Committee may grant Awards of Restricted Stock for no cash consideration, for such minimum consideration as may be required by applicable law, or for such other consideration as may be specified by the grant. The terms and conditions of the Restricted Stock shall be specifiedsubject to such vesting terms, including the achievement of Performance Goals (as described in [Section 8.04]), as may be determined by the grant agreement.Committee. Unless otherwise provided by the Committee, to the extent Restricted Stock is subject to any condition to vesting, if such condition or conditions are not satisfied by the time the period for achieving such condition has expired, such Restricted Stock shall be forfeited. The Committee, in its sole discretion,Committee may specifyimpose such other conditions and/or restrictions on any particular rights which the person to whom an AwardShares of Restricted Stock is made shall have in the Restricted Stock during the restriction period and the restrictions applicablegranted pursuant to the particular Award, the vesting schedule (whichPlan as it may be based on service, performance or other factors) and rightsdeem advisable including but not limited to acceleration of vesting (including, without limitation, whether non-vested Shares are forfeited or vested upon termination of employment or service). Further, the Committee may award performance-based Restricted Stock by conditioning the grant or vesting or such other factors, such as the release, expiration or lapse of restrictions upon any such Award (including the acceleration of any such conditions or terms) of such Restricted Stock, upon the attainment of specified performance goals or such other factors as the Committee may determine. The Committee shall also determine when the restrictions shall lapse or expire and the conditions, if any, under which the Restricted Stock will be forfeited or sold back to the Company. Each Awarda requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock and/or restrictions under applicable Federal or state securities laws; and may have different restrictions and conditions.legend the certificates representing Restricted Stock to give appropriate notice of such restrictions. The Committee, in its discretion,Committee may prospectively change the restriction period and the restrictions applicable toalso grant Restricted Stock without any particular Award of Restricted Stock. Unless otherwise set forthterms or conditions in the Plan, Restrictedform of vested Stock may not be disposed of by the recipient until the restrictions specified in the Award expire.Awards.
Grants. The Committee may grant Awards of Restricted Stock for no cash consideration, for such minimum consideration as may be required by applicable law, or for such other consideration as may be specified by the grant. The terms and conditions of the Restricted Stock shall be specified by the grant agreement. The Committee, in its sole discretion, may specify any particular rights which the person to whom an Award of Restricted Stock is made shall have in the Restricted Stock during the restriction period and the restrictions applicableSubject to the particular Award, the vesting schedule (which may be based on service, performance or other factors)limits under [Sections 5.2 and rights to acceleration of vesting (including, without limitation, whether non-vested Shares are forfeited or vested upon termination of employment or service). Further,5.4]4], the Committee may award performance-based Restricted Stock Grants to a Grantee pursuant to conditions established by conditioning the grantCommittee under which restrictions on shares of Restricted Stock shall lapse over a period of time or vesting oraccording to such other factors, such as the release, expiration or lapse of restrictions upon any such Award (including the acceleration of any such conditions or terms) of such Restricted Stock, upon the attainment of specified performance goals or such other factorscriteria as the Committee may determine.deems appropriate, including, without limitation, the satisfaction of Performance Goals described in [Section 10.3] (“Vesting Conditions”). The Committee shall also determine when the restrictions shall lapse or expire and the conditions, if any, underperiod of time during which the Restricted Stock will remain subject to restrictions (the “Restriction Period”) will be forfeited or sold back todesignated in the Company. Each AwardGrant Agreement. If either the award of a Restricted Stock may have different restrictions and conditions. The Committee, in its discretion, may prospectively changeGrant or the restriction period andlapsing of the restrictions applicableRestriction Period is to any particular Awardbe contingent upon the attainment of one or more Performance Goals (a “Performance-Based Restricted Stock. Unless otherwiseStock Grant”), the Committee shall follow procedures substantially equivalent to those set forth in the Plan,[Section 10.2] through [Section 10.8]. Restricted Stock Grants may not be disposed of by the recipient until the restrictions specified in the Award expire.form of Restricted Stock, Restricted Stock Units or Performance-Based Restricted Stock.
Grants. The CommitteeGrant of Restricted Stock. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant AwardsShares of Restricted Stock for no cash consideration, forto eligible Employees in such minimum consideration as may be required by applicable law, or foramounts and upon such other consideration as may be specified by the grant. The terms and conditions of the Restricted Stock shall be specified by the grant agreement. The Committee, in its sole discretion, may specify any particular rights which the person to whom an Award of Restricted Stock is made shall have in the Restricted Stock during the restriction period and the restrictions applicable to the particular Award, the vesting schedule (which may be based on service, performance or other factors) and rights to acceleration of vesting (including, without limitation, whether non-vested Shares are forfeited or vested upon termination of employment or service). Further, the Committee may award performance-based Restricted Stock by conditioning the grant or vesting or such other factors, such as the release, expiration or lapse of restrictions upon any such Award (including the acceleration of any such conditions or terms) of such Restricted Stock, upon the attainment of specified performance goals or such other factors as the Committee mayshall determine. The Committee shall also determine whenIn addition to any other terms and conditions imposed by the restrictions shall lapse or expire and the conditions, if any, under which the Restricted Stock will be forfeited or sold back to the Company. Each AwardCommittee, vesting of Restricted Stock may have different restrictions and conditions. The Committee,be conditioned upon the achievement of Performance Goals in its discretion,the same manner as provided in [Section 8.04], herein, with respect to Performance Shares. No Employee may prospectively changebe awarded, in any calendar year, a number of Shares in the restriction period and the restrictions applicable to any particular Awardform of Restricted Stock. Unless otherwise set forth in the Plan,Stock (or Restricted Stock may not be disposedUnits) exceeding one percent (1%) of by the recipient until the restrictions specified in the Award expire.Shares approved for issuance under this Plan.
Grants. The Committee may grant Awards ofGrant and Restrictions. Restricted Stock for no cash consideration, for such minimum consideration as may be required by applicable law, or for such other consideration as may be specified by the grant. The terms and conditions of the Restricted StockAwards shall be specified by the grant agreement. The Committee, in its sole discretion, may specify any particular rights which the personsubject to whom an Awardsuch restrictions on transferability, risk of Restricted Stock is made shall have in the Restricted Stock during the restriction periodforfeiture and the restrictions applicable to the particular Award, the vesting schedule (which may be based on service, performance or other factors) and rights to acceleration of vesting (including, without limitation, whether non-vested Shares are forfeited or vested upon termination of employment or service). Further, the Committee may award performance-based Restricted Stock by conditioning the grant or vesting or such other factors, such as the release, expiration or lapse of restrictions upon any such Award (including the acceleration of any such conditions or terms) of such Restricted Stock, upon the attainment of specified performance goals or such other factorsrestrictions, if any, as the Committee may determine.impose, or as otherwise provided in this Plan during the Restriction Period. The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the terms of the Plan and any Award Agreement relating to a Restricted Stock Award, a Participant granted Restricted Stock shall also determine whenhave all of the restrictions shall lapse or expire andrights of a stockholder, including the conditions, if any, under whichright to vote the Restricted Stock will be forfeitedand the right to receive dividends thereon (subject to any mandatory reinvestment or sold back toother requirement imposed by the Company. Each Award ofCommittee). During the period that the Restricted Stock may have different restrictionsAward is subject to a risk of forfeiture, subject to [Section 10(b)] below and conditions. The Committee, in its discretion, may prospectively change the restriction period and the restrictions applicable to any particular Award of Restricted Stock. Unlessexcept as otherwise set forthprovided in the Plan,Award Agreement, the Restricted Stock may not be disposed ofsold, transferred, pledged, hypothecated, margined, or otherwise encumbered by the recipient until the restrictions specified in the Award expire.Participant or Beneficiary.
Grants.Vesting and Lapse of Restrictions. The grant, issuance, retention, vesting and/or settlement of Shares of Restricted Stock shall occur at such time and in such installments as determined by the Committee or under criteria established by the Committee. The Committee shall have the right to make the timing of the grant and/or the issuance, ability to retain, vesting and/or settlement of Shares of Restricted Stock subject to continued employment, passage of time and/or such performance criteria as deemed appropriate by the Committee; provided that except as set forth in this Plan, in no event shall the grant, issuance, retention, vesting and/or settlement of Shares under an Award of Restricted Stock that is based on performance criteria and the level of achievement versus such criteria be subject to a Performance Period of less than one year and no condition that is based solely upon continued employment or the passage of time shall provide for vesting or settlement of an Award of Restricted Stock less than one year from the date the Award is granted, in each case other than if accelerated as a result of or upon the death, disability or Retirement of the Participant or a Change in Control. Notwithstanding anything herein to the contrary, the limitations contained in the preceding sentence shall not apply to Restricted Stock that is granted in lieu of salary, cash bonus or other cash compensation or to Substitute Awards, in which case there may be no minimum Term, and for purposes of this limitation one year shall include a Director year from one annual shareholder meeting until the next annual shareholder meeting. In addition, notwithstanding anything herein to the contrary, the Committee may grant Awards of Restricted Stock, Stock for no cash consideration, for such minimum considerationAwards and Restricted Share Rights which vest prior to one year from the date of grant (“Shorter Vesting Awards”) as may be required by applicable law, or for such other consideration as may be specifieddetermined by the grant. The termsCommittee and conditionsevidenced in an Award Agreement provided that the aggregate number of Shares underlying all such Shorter Vesting Awards granted on or after the Effective Date under the Plan shall not exceed 5% of the Restricted Stock shall be specified by the grant agreement. The Committee, in its sole discretion, may specify any particular rights which the person to whom an Awardaggregate number of Restricted Stock is made shall have in the Restricted Stock during the restriction period and the restrictions applicable to the particular Award, the vesting schedule (which may be based on service, performance or other factors) and rights to acceleration of vesting (including, without limitation, whether non-vested Shares are forfeited or vested upon termination of employment or service). Further, the Committee may award performance-based Restricted Stock by conditioning the grant or vesting or such other factors, such as the release, expiration or lapse of restrictions upon any such Award (including the acceleration of any such conditions or terms) of such Restricted Stock, upon the attainment of specified performance goals or such other factors as the Committee may determine. The Committee shall also determine when the restrictions shall lapse or expire and the conditions, if any, under which the Restricted Stock will be forfeited or sold back to the Company. Each Award of Restricted Stock may have different restrictions and conditions. The Committee, in its discretion, may prospectively change the restriction period and the restrictions applicable to any particular Award of Restricted Stock. Unless otherwise set forth in the Plan, Restricted Stock may not be disposed of by the recipient until the restrictions specified in the Award expire.[Section 3], as adjusted pursuant to [Section 22].
Grants. TheGrant. Whenever the Committee maydeems it appropriate to grant Awardsa Restricted Stock Award, an Award Agreement shall be given to the Participant stating the number of shares of Restricted Stock for no cash consideration, for such minimum consideration as may be required by applicable law, or for such other consideration as may be specified bywhich the grant. TheAward is granted, the Date of Grant, and the terms and conditions to which the Award is subject. Certificates representing the shares shall be issued (or an equivalent book-entry notation shall be made in the records of the Company’s transfer agent) in the name of the Participant, subject to the restrictions imposed by the Plan and the Committee. Alternatively, the Committee may determine that the Restricted Stock shall be specifiedheld by the grant agreement. The Committee,Company rather than delivered to the Participant pending the release of the applicable restrictions. A Restricted Stock Award may be made by the Committee in its sole discretion, may specify any particular rights which the person to whom an Award of Restricted Stock is made shall have in the Restricted Stock during the restriction period and the restrictions applicable to the particular Award, the vesting schedule (which may be based on service, performance or other factors) and rights to acceleration of vesting (including,discretion without limitation, whether non-vested Shares are forfeited or vested upon termination of employment or service). Further, the Committee may award performance-based Restricted Stock by conditioning the grant or vesting or such other factors, such as the release, expiration or lapse of restrictions upon any such Award (including the acceleration of any such conditions or terms) of such Restricted Stock, upon the attainment of specified performance goals or such other factors as the Committee may determine. The Committee shall also determine when the restrictions shall lapse or expire and the conditions, if any, under which the Restricted Stock will be forfeited or sold back to the Company. Each Award of Restricted Stock may have different restrictions and conditions. The Committee, in its discretion, may prospectively change the restriction period and the restrictions applicable to any particular Award of Restricted Stock. Unless otherwise set forth in the Plan, Restricted Stock may not be disposed of by the recipient until the restrictions specified in the Award expire.cash consideration.
Grants.Grant of Restricted Awards. The Committee may grant Awardsmake grants of Restricted Stock for no cash consideration, for such minimum consideration as mayand/or Restricted Stock Units to Participants. Each Restricted Award shall be requiredevidenced by applicable law,an Award Agreement setting forth the number of shares of Restricted Stock or for such other consideration as may be specified bynumber of Restricted Stock Units granted and the grant. The terms and conditions of the Restricted Stock shall be specified by the grant agreement. The Committee, in its sole discretion, may specify any particular rights which the person to whom an Award of Restricted Stock is made shall have in the Restricted Stock during the restriction period and the restrictions applicable to the particular Award, the vesting schedule (which may be based on service, performance or other factors) and rights to acceleration of vesting (including, without limitation, whether non-vested Shares are forfeited or vested upon termination of employment or service). Further, the Committee may award performance-based Restricted Stock by conditioning the grant or vesting or such other factors, such as the release, expiration or lapse of restrictions upon any such Award (including the acceleration of any such conditions or terms) of such Restricted Stock, upon the attainment of specified performance goals or such other factors as the Committee may determine. The Committee shall also determine when the restrictions shall lapse or expire and the conditions, if any, under which the Restricted Stock willAward is subject. Restricted Awards may be forfeited or sold back togranted by the Company. Each Award of Restricted Stock may have different restrictions and conditions. The Committee,Committee in its discretion, may prospectively change the restriction period and the restrictions applicable to any particular Award of Restricted Stock. Unless otherwise set forth in the Plan, Restricted Stock may not be disposed of by the recipient until the restrictions specified in the Award expire.discretion with or without cash consideration.
Grants.Grant of Restricted or Unrestricted Stock Awards. The Committee may grant Awardsshares of Common Stock subject to forfeiture (“Restricted Stock for no cash consideration, for such minimum consideration asStock”) and determine the duration of the period (the “Restricted Period”) during which, and the conditions under which, the shares may be required by applicable law, or for suchforfeited to the Company and the other consideration as may be specified by the grant. The terms and conditions of such Awards. Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as permitted by the Committee, during the Restricted Period. Shares of Restricted Stock shall be specified by the grant agreement. The Committee,evidenced in its sole discretion, may specify any particular rights which the person to whom an Award of Restricted Stock is made shall have in the Restricted Stock during the restriction period and the restrictions applicable to the particular Award, the vesting schedule (which may be based on service, performance or other factors) and rights to acceleration of vesting (including, without limitation, whether non-vested Shares are forfeited or vested upon termination of employment or service). Further, the Committee may award performance-based Restricted Stock by conditioning the grant or vesting or such other factors, such as the release, expiration or lapse of restrictions upon any such Award (including the acceleration of any such conditions or terms) of such Restricted Stock, upon the attainment of specified performance goals or such other factorsmanner as the Committee may determine. The Committee shall also determine when the restrictions shall lapse or expire and the conditions, if any, under which the Restricted Stock will be forfeited or sold back to the Company. Each AwardAny certificates issued in respect of shares of Restricted Stock may have different restrictions and conditions. The Committee, in its discretion, may prospectively change the restriction period and the restrictions applicable to any particular Award of Restricted Stock. Unless otherwise set forthshall be registered in the Plan, Restricted Stock may not be disposedname of the Participant and unless otherwise determined by the recipient untilCommittee, deposited by the Participant, together with a stock power endorsed in blank, with the Company. At the expiration of the Restricted Period, the Company shall deliver such certificates to the Participant or if the Participant has died, to the Participant’s Designated Beneficiary. The Committee also may make Awards of shares of Common Stock that are not subject to restrictions specified inor forfeiture, on such terms and conditions as the Award expire.Committee may determine from time to time.
Grants.Performance Goals; Consideration. The Committee may grant Awardsestablish Performance Goals for the granting of Restricted Stock, unrestricted stock Awards, Restricted Stock Units or the lapse of risk of forfeiture of Restricted Stock or Restricted Stock Units. Shares of Restricted Stock or unrestricted stock or Restricted Stock Units may be issued for no cash consideration, for such minimum consideration as may be required by applicable law,law or for such other consideration as may be specified by the grant. The terms and conditions of the Restricted Stock shall be specified by the grant agreement. The Committee, in its sole discretion, may specify any particular rights which the person to whom an Award of Restricted Stock is made shall have in the Restricted Stock during the restriction period and the restrictions applicable to the particular Award, the vesting schedule (which may be based on service, performance or other factors) and rights to acceleration of vesting (including, without limitation, whether non-vested Shares are forfeited or vested upon termination of employment or service). Further, the Committee may award performance-based Restricted Stock by conditioning the grant or vesting or such other factors, such as the release, expiration or lapse of restrictions upon any such Award (including the acceleration of any such conditions or terms) of such Restricted Stock, upon the attainment of specified performance goals or such other factors as the Committee may determine. The Committee shall also determine when the restrictions shall lapse or expire and the conditions, if any, under which the Restricted Stock will be forfeited or sold back to the Company. Each Award of Restricted Stock may have different restrictions and conditions. The Committee, in its discretion, may prospectively change the restriction period and the restrictions applicable to any particular Award of Restricted Stock. Unless otherwise set forth in the Plan, Restricted Stock may not be disposed of by the recipient until the restrictions specified in the Award expire.
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