Participant | |
Grant Date | |
Number of Shares Awarded | |
Vesting Schedule | The Restricted Stock will vest [in two installments with fifty percent (50%) of the shares of Restricted Stock vesting immediately on the Grant Date and fifty percent (50%) of the shares of Restricted Stock vesting on the first anniversary of the Grant Date] [or alternative vesting schedule] (each, a “Vesting Date”). The Board, in its sole discretion, has the authority to make any determinations as to whether the conditions of this Summary of Award and the Award Agreement have been met. |
Termination of Service and Forfeiture | Except as otherwise provided in this Summary of Award, the Award Agreement or the Plan, if the Participant’s Service terminates for any reason, the Participant will forfeit all unvested Restricted Stock as of the Termination Date. |
Vesting Upon Involuntary Termination of Service in Connection with a Change in Control or after Long-Term Service | If (a) the Participant’s Service as a non-employee director is involuntarily terminated in connection with a Change in Control (including because the Participant is not nominated for reelection in connection with the Change in Control) or (b) the Participant has provided at least fifteen (15) years of Service and the Participant’s Service as a non-employee director is involuntarily terminated by the Company (including because the Participant is not nominated for reelection), then all outstanding and unvested Restricted Stock will vest in full upon the Termination Date. |
Delivery of Shares | To enforce the restrictions in this Summary of Award and the Award Agreement, Restricted Stock shall be held in electronic or other book-entry form in an account with the Company, its transfer agent, or other designee until the restrictions have lapsed or the Award Agreement is no longer in effect. When the Restricted Stock vests, the Company will update its books and records to reflect the applicable number of Shares free of the restrictions under this Summary of Award and the Award Agreement. In no event will any fractional shares of Restricted Stock vest, with the number of vested Shares rounded down to the next whole share to the extent necessary. The obligation of the Company to release to the Participant vested Shares shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, including such actions as Company counsel shall deem necessary or appropriate, to comply with relevant securities laws and regulations. |
Restricted Stock Grant | Subject to the terms and conditions set forth in this Award Agreement, the Summary of Award and in the Plan, the Company hereby grants the Participant the number of shares of Restricted Stock set forth in the Summary of Award. | |
Non- Transferability | Until vested pursuant to the Summary of Award and this Award Agreement, the Restricted Stock (a) is subject to forfeiture, (b) may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of, whether by operation of law or otherwise, and (c) may not be made subject to execution, attachment, or similar process. Any attempt to sell, transfer, assign, pledge or otherwise encumber or dispose of Restricted Stock contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon Restricted Stock, shall be null, void and without effect. | |
Changes in Control and Reorganization Events | The provisions of the Plan applicable to a Change in Control or Reorganization Event shall apply to Restricted Stock, and, in the event of a Change in Control or Reorganization Event, the Board may take such actions as it deems appropriate pursuant to the Plan. | |
Taxes | All obligations of the Company under this Award Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld, collected or accounted for with respect to any federal, state, local and foreign tax, including but not limited to income taxes, employment taxes, social insurance, social security, national insurance contributions, other contributions, payroll taxes, payment on account obligations and other amounts (“Taxes”), if applicable, relating to Restricted Stock. The Participant acknowledges that regardless of any action the Company (or any of its Affiliates employing or retaining the Participant) takes with respect to any or all Taxes, the ultimate liability for all Taxes legally due by the Participant is and remains the Participant’s responsibility and that the Company (and its Affiliates) (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of Restricted Stock, including the grant, vesting or delivery of Restricted Stock, and the subsequent sale of any Shares; and (ii) does not commit to structure the terms of the grant or any aspect of Restricted Stock to reduce or eliminate the Participant’s liability for Taxes. Further, if the Participant is subject to taxation in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event in respect of Restricted Stock, as applicable, the Participant acknowledges that the Company (or any of its Affiliates employing or retaining the Participant) may be required to withhold, collect or account for Taxes in more than one jurisdiction. | |
Section 83(b) Election | The Participant acknowledges that, if applicable, the Participant may file with the Internal Revenue Service, within thirty (30) days of the Grant Date, an irrevocable election pursuant to Code Section 83(b) to be taxed as of the Grant Date on the amount by which the Grant Date Fair Market Value exceeds the amount paid for the Restricted Stock, if any. If the Participant chooses to file an election under Code Section 83(b), the Participant agrees to promptly deliver a copy of the election to the Company. The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Award Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement. THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF. | |
No Right to Continued Service | None of the Restricted Stock, the Summary of Award or this Award Agreement gives the Participant the right to continued Service in any capacity. The Company (and any parent, Subsidiaries, or Affiliates) reserves the right to terminate the Participant’s Service at any time and for any reason not prohibited by law. | |
Nature of Grant; No Entitlement; No Claim for Compensation | In accepting the grant of Restricted Stock as specified in the Summary of Award and this Award Agreement, the Participant acknowledges the following: •The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time. •The grant of Restricted Stock is voluntary and occasional and does not create any contractual or other right to receive future grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past. •All decisions with respect to future awards of Restricted Stock or other awards, if any, will be at the sole discretion of the Board. •The Participant is voluntarily participating in the Plan. •The value of the Shares is an extraordinary item of compensation outside the scope of the Participant’s Service Provider Agreement, if any. •The Shares are not part of the Participant’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, welfare benefits or similar payments. •The Shares are not intended to replace any pension rights or compensation. •The grant of Restricted Stock will not be interpreted to form an employment or services contract or relationship with the Company or any of its Affiliates. •The future value of the Shares is unknown and cannot be predicted with certainty. As applicable, the Participant understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Participant’s local currency that may affect the value of the Shares. •In consideration of the grant of Restricted Stock, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock or diminution in value of the Shares from termination of the Participant’s Service by the Company or any of its Affiliates employing or retaining the Participant (and for any reason whatsoever and whether or not in breach of contract or local labor laws), and the Participant irrevocably releases the Company and its Affiliates, as applicable, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Award Agreement, the Participant shall be deemed to have irrevocably waived the Participant’s entitlement to pursue such claim. | |
Stockholder Rights; Dividends | The Participant has the right to vote the Restricted Stock and the right to receive any cash dividend payments or distributions declared or paid with respect to the Restricted Stock. Notwithstanding Section 7(c) of the Plan, these cash dividend payments or distributions will be paid to the Participant under the same terms as they are paid to other stockholders and will not be held in escrow or book-entry form. Any stock dividends or distributions on Restricted Stock as a result of any stock split, stock dividend, combination of stock, or other similar transaction will be held in electronic or other book-entry form and will be subject to the same vesting conditions and restrictions as applicable to the underlying Restricted Stock. | |
Assignment by Company | The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents and Affiliates. This Award Agreement may be assigned by the Company without the Participant’s consent. | |
Applicable Law | The validity and construction of this Award Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Award Agreement to the substantive laws of any other jurisdiction. | |
The Plan | The text of the Plan is incorporated by reference into this Award Agreement. Capitalized terms used but not defined in the Summary of Award (and Exhibit B thereto) and this Award Agreement have the meanings ascribed to them in the Plan. The Summary of Award, this Award Agreement and the Plan constitute the entire understanding between the Participant and the Company regarding Restricted Stock. Any prior agreements, commitments, or negotiations concerning the Restricted Stock are superseded. This Restricted Stock grant is subject to the provisions of the Plan and to interpretations, regulations and determinations concerning the Plan established from time to time by the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to Taxes, (b) the registration, qualification or listing of the Shares, (c) changes in capitalization of the Company, and (d) other requirements of applicable law. The Board shall have the authority to interpret and construe the grant pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. | |
Data Privacy | The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award Agreement by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and its Affiliates, as applicable, hold certain personal information about the Participant regarding the Participant’s Service, the nature and amount of the Participant’s compensation and the facts and conditions of the Participant’s participation in the Plan, including, but not limited to, the Participant’s name, home address, telephone number and email address, date of birth, social security or insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company and its Affiliates, details of all awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”). The Participant understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Company’s Corporate Secretary. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Participant understands that the Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Corporate Secretary. The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Company’s Corporate Secretary. | |