Generally, awards of restricted stock, restricted stock units and performance share units to our officers and employees under the Stock Incentive Plan are subject to vesting over time as determined by the Compensation Committee and, prior to vesting, are subject to forfeiture. Stock incentive plan awards may vest in other circumstances, as approved by the Compensation Committee and reflected in an award agreement. Restricted stock, restricted stock units and performance share units are issued, subject to vesting, on the date of grant. The Compensation Committee may provide that dividends on restricted stock, restricted stock units or performance share units are subject to vesting and forfeiture provisions, in which cash such dividends would be held, without interest, until they vest or are forfeited.
Each Bonus Stock Award granted to a Participant shall constitute a transfer of unrestricted shares of Common Stock on such terms and conditions as the Committee shall determine. Bonus Stock Awards shall be made in shares of Common Stock and need not be subject to performance criteria or objectives or to forfeiture. The purchase price, if any, for shares of Common Stock issued in connection with a Bonus Stock Award shall be determined by the Committee in its sole discretion.
The Grantor may, from time to time, establish any condition or conditions on which the Restricted Stock Award will vest and no longer be subject to forfeiture. Such conditions may include, without limitation, continued employment by the Grantee or service as a Director, as the case may be, for a period of time specified in the Award Agreement or the attainment of one or more Performance Goals within a time period specified in the Award Agreement. A Restricted Stock Award may, if the Grantor in its sole discretion decides, provide for an unconditioned grant.With respect to Restricted Stock Awards granted to Employees on or after March 29, 2017, except as provided in Article XIII, a Restricted Stock Award may not become vested before the first anniversary of the Date of Grant of such Restricted Stock Award.
3.Forfeiture Restrictions and Lapse of Forfeiture. Your Performance Shares will remain as Restricted Stock until the end of the Restriction Period.You must remain employed, or continue to provide services to the Company or any of its subsidiaries until the end of the Restriction Period, or the Performance Shares, whether or not credited, will be forfeited.Such forfeiture restrictions will lapse, and a designated portion of your Performance Shares will vest and be issued to you if one of the following events occurs: involuntary Termination of Service without Cause; death or Disability; Retirement from service; or a Change in Control. The Program describes the impact of these events on your Award.
The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. Applicable percentage ownership is based on 207,121,355 shares of common stock outstanding on December 15, 2018, which gives effect to the automatic conversion of all outstanding shares of our preferred stock into 137,220,799 shares of our common stock and includes 33,779,070 shares subject to forfeiture. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or other rights held by such person that are currently exercisable or will become exercisable within 60 days of December 15, 2018 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.
(8) Consists of 2,365,311 shares of common stock held by the Waage Trust Dated June11, 2008, or the Waage Trust, including 1,762,326 shares subject to forfeiture. Mr.Waage is the trustee of the Waage Trust and in such capacity has the sole power to vote and dispose of such shares.
(b) Forfeiture. Except as provided under Section4.3, if a Participant has a Termination of Service prior to the last day of an Award Period, then such Participant shall not be entitled to receive any payment under the Program with respect to his or her Award for any Performance Periods within that Award Period, regardless of whether any Performance Shares have been to his or her account under Section4.1.
2.Forfeiture. If Grantee voluntarily terminates his employment for any reason other than Good Reason (as defined in the Employment Agreement) or if the Company terminates his employment for Cause (as defined in the Employment Agreement) on or before August1, 2019, all of the Stock will be automatically forfeited by Executive without consideration. If Executive voluntarily terminates his employment for any reason other than Good Reason or if the Company terminates his employment for Cause after August1, 2019 but on or before August1, 2020, 385,000 shares of the Stock will be automatically forfeited by Grantee without consideration. If any certificates representing shares of Stock have been delivered to Grantee, upon a forfeiture the Grantee shall within ten (10)business days thereafter, deliver to the Company any and all stock certificates representing all shares of the forfeited Stock, together with stock powers duly executed in blank by the Grantee. From and after the occurrence of such forfeiture, and notwithstanding any provision herein to the contrary, the Grantee shall have no rights to or interests in any shares of the forfeited Stock (other than the obligation to transfer and deliver any and all stock certificates representing all shares of forfeited Stock pursuant to this Section2).
(b) Timing of Payment. Payment of each Actual Award shall be made as soon as practicable after the end of the Performance Period to which the Actual Award relates and after the Actual Award is approved by the Committee, but in no event later than the later of (i)the 15th day of the third month of the Fiscal Year immediately following the Fiscal Year in which the Participants Actual Award is first no longer subject to a substantial risk of forfeiture, and (ii)March15 of the calendar year immediately following the calendar year in which the Participants Actual Award is first no longer subject to a substantial risk of forfeiture. Unless otherwise determined by the Committee, to earn an Actual Award a Participant must be employed by the Company or any Affiliate on the date the Actual Award is paid.