Restricted Stock and Restricted Stock Units. Any restrictions on any outstanding restricted or performance stock grants or restricted or performance stock unit awards, if any, to Executive by SunTrust shall immediately expire and Executive’s right to such stock or stock units shall be non-forfeitable notwithstanding the terms of any plan or agreement under which such grants or awards were made.
Restricted Stock and Restricted Stock Units. Restricted Stock and Restricted Stock Units may be awarded or sold to participants under such terms and conditions as shall be established by the Committee. Restricted Stock provides participants the rights to receive shares after vesting in accordance with the terms of such grant upon the attainment of certain conditions specified by the Committee. Restricted Stock Units provide participants the right to receive shares at a future date after vesting in accordance with the terms of such grant upon the attainment of certain conditions specified by the Committee. Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee determines, including, without limitation, any of the following:
Restricted Stock and Restricted Stock Units. The maximum aggregate number of shares of Stock subject to Restricted Stock and Restricted Stock Units granted to any one Participant in any one calendar year shall be 500,000 shares, determined as of the date of grant.
Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:
Restricted Stock and Restricted Stock Units. All unvested restricted stock and/or restricted stock units held by the Executive as of the Date of Termination shall automatically vest (and be settled in the case of restricted stock units) as of the Date of Termination. In the case of restricted stock and restricted stock units having performance-based vesting conditions, such automatic vesting shall be calculated based on one hundred percent (100%) satisfaction of all performance goals. All such vested and settled shares shall be delivered to the Executive free of restrictions, subject to applicable tax withholding.
Restricted Stock and Restricted Stock Units. (i) Each Participant granted Restricted Stock must execute and deliver to the Company an Award Agreement with respect to the Restricted Stock setting forth the restrictions and other terms and conditions applicable to the Restricted Stock. If the Board determines that the Company will hold the Restricted Stock or place the Restricted Stock in escrow rather than delivered to the Participant pending the release of the applicable restrictions, the Board may require the Participant to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Board, if applicable, and (B) the appropriate blank stock power with respect to the Restricted Stock covered by the agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and stock power, the Award will be null and void. Subject to the restrictions set forth in the Award, the Participant generally will have the rights and privileges of a shareholder as to the Restricted Stock, including the right to vote the Restricted Stock (if the Restricted Stock has voting rights) and the right to receive dividends.
Restricted Stock and Restricted Stock Units. The Agere Committee shall cause each Award that consists of restricted shares of Lucent Common Stock or restricted stock units relating to shares of Lucent Common Stock that is outstanding as of the Distribution Date and is held by a Transferred Individual to be adjusted, effective as of the Distribution Date, by substitution of a new Award under an Agere Stock Award Plan consisting of a number of restricted shares of Agere Common Stock and/or restricted stock units relating to shares of Agere Common Stock equal to the number of restricted shares or restricted stock units of Lucent Common Stock constituting such Award as of the Distribution Date multiplied by the Ratio, with fractional shares rounded down. Each such adjusted Award shall otherwise have the same terms and conditions as were applicable to the corresponding Lucent Award as of the Distribution Date, except that references to Lucent and its Affiliates shall be amended to refer to Agere and its Affiliates and dividend equivalent payments, if any, shall be payable after the Distribution Date with reference to dividends on Agere Common Stock. In the event of a Change in Control, the adjustments and substitution provided for herein shall be made as of the Offering Date with respect to the Awards outstanding on the day before the Change in Control and held by Agere Individuals, based on the Ratio.
Restricted Stock and Restricted Stock Units. Section 2.3.1 All (A) shares of Company Common Stock, whether denominated as restricted stock, salary stock or retainer stock granted under the Company Stock Plans (collectively, “Company Restricted Stock”), and (B) restricted stock units granted under
Restricted Stock and Restricted Stock Units. In the event of a Change of Control, each outstanding Restricted Stock and Restricted Stock Unit award shall be assumed or an equivalent award substituted by the successor corporation or a Parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Restricted Stock or Restricted Stock Unit award, the Participant shall fully vest in the Restricted Stock or Restricted Stock Unit award, including Shares as to which it would not otherwise be vested. For the purposes of this paragraph, the Restricted Stock or Restricted Stock Unit award shall be considered assumed if, following the Change of Control, the Restricted Stock or Restricted Stock Unit award confers the right to receive, for each Share and each unit to acquire a Share that is subject to the Restricted Stock or Restricted Stock Unit award immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Common Stock for each Share and each unit to acquire a Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received, for each Share and each unit to acquire a Share subject to the Restricted Stock or Restricted Stock Units award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.
Restricted Stock and Restricted Stock Units. As determined by the Committee (as that term is defined in the AT&T 1997 Long Term Incentive Program) pursuant to its authority under any of the AT&T Long Term Incentive Plans, each restricted share of AT&T Common Stock or restricted stock unit relating to shares of AT&T Common Stock that is outstanding under any AT&T Long Term Incentive Plan as of the Wireless Dividend Date shall be adjusted so that each AT&T Employee who is the holder of an AT&T restricted share or restricted stock unit will receive, immediately prior to the Wireless Dividend Date, an adjusted number of AT&T restricted shares or restricted stock units under the applicable AT&T Long Term Incentive Plan whereby the resulting number of AT&T restricted shares or restricted stock units shall be determined by multiplying the number of AT&T restricted shares or restricted stock units held by each AT&T Employee immediately before the Wireless Dividend Date by the quotient of the AT&T Closing Stock Value divided by the AT&T Opening Stock Value. Each Transferred Individual who is the holder of an AT&T restricted share or restricted stock unit will receive, immediately prior to the Wireless Dividend Date and in the case of AT&T Transferees, immediately prior to the termination of their employment with AT&T pursuant to the terms of Section 2.8 hereof,, exchange for each such AT&T restricted share or restricted stock unit, Wireless Services restricted shares or restricted stock units under the Wireless Services Adjustment Plan whereby the resulting number of Wireless Services restricted shares or restricted stock units shall be determined by multiplying the number of AT&T restricted shares or restricted stock units held by each Transferred Individual immediately before the Wireless Dividend Date by the quotient of the AT&T Closing Stock Value divided by the Wireless Opening Stock Value. Each Transferred Individual will continue to vest in his or her Wireless Services Award under the Wireless Services Adjustment Plan during his or her employment with Wireless Services or a Wireless Services Entity. Each AT&T Employee shall continue to vest in his or her AT&T Award under the AT&T Long Term Incentive Plan during his or her employment with AT&T and its Affiliates and shall continue to be subject to the same terms and conditions which applied to the original award. Each Wireless Services Award shall have the same terms and conditions as were applicable to the corresponding AT&T Award as of the close of th...
