1. |
Name of Participant: _________________________________
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2. |
Date of Grant: _________________________________
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3. |
Total number of shares of Company common stock, $0.01 par value per share, covered by this Restricted Stock Award:______________________________
(subject to adjustment pursuant to Section 8 hereof).
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4. |
Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule specified herein.
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5. |
Grant of Restricted Stock Award. The Restricted Stock Award will be in the form of issued and outstanding shares of Stock registered in the name of the Participant and held
by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock. Notwithstanding the foregoing, the Company may, in its sole discretion, issue
Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of the Awards.
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6. |
Terms and Conditions.
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6.1 |
The Participant will have the right to vote the shares of Restricted Stock awarded and outstanding under this Agreement on matters that require a shareholder vote.
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6.2 |
Any cash dividends or distributions declared with respect to shares of Restricted Stock awarded and outstanding under this Agreement will be distributed to the Participant at the time the underlying shares of
Restricted Stock vest. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be subject to the same restrictions as the Restricted Stock and will vest at the same time as the shares of Restricted Stock from
which said dividends were derived.
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7. |
Delivery of Shares. Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act),
and the applicable requirements of any securities exchange or similar entity.
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8. |
Adjustment Provisions. This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events
specified in, and in accordance with the provisions of, Section 3.4 of the Plan.
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9. |
Effect of Termination of Service on Restricted Stock Award.
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9.1 |
Upon the Participant’s Termination of Service, this Restricted Stock Award will vest as follows:
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(i)
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Death. In the event of the Participant’s Termination of Service by reason of death, any unvested shares of Restricted Stock subject to this Agreement
will immediately vest.
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(ii)
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Disability. In the event of the Participant’s Termination of Service by reason of Disability, any unvested shares of Restricted Stock subject to this
Agreement will immediately vest.
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(iii)
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Retirement. In the event of the Participant’s Termination of Service by reason of Retirement, any unvested shares of Restricted Stock subject to this Agreement will
expire and be forfeited as of the date of the Termination of Service.
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(iv)
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Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested shares of Restricted Stock
subject to this Agreement will immediately vest.
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(v)
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Termination for Cause. In the event of the Participant’s Termination of Service for Cause, any unvested
shares of Restricted Stock subject to this Agreement will expire and be forfeited as of the date of the Termination of Service.
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(vi)
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Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to
death, Disability or for Cause or an Involuntary Termination of Service at or following a Change in Control, any unvested shares of Restricted Stock subject to this Agreement will expire and be forfeited as of the date of the Termination
of Service.
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10. |
Miscellaneous.
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10.1 |
This Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company with respect to the shares underlying the Award prior to the date on which the individual fulfills all
conditions for receipt of such rights.
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10.2 |
Except as otherwise provided for in the Plan, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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10.3 |
This Restricted Stock Award is not transferable except as provided for in the Plan.
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10.4 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Illinois.
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10.5 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be
obligated to issue any shares of Stock hereunder if the issuance of the shares would constitute a violation of any such law, regulation or order or any provision thereof.
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10.6 |
Restricted Stock Awards under this Agreement are subject to any required federal, state and local tax withholding which may be effected in the manner or manners permitted by the Company.
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10.7 |
Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate the employment or service of the Participant at any time, nor confer upon the Participant any
right to continue in the employ or service of the Company or any Affiliate.
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10.8 |
In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.
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10.9 |
This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
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