The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. Restricted Stock Units Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Restricted Stock Award Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Participant _ Shares (the “Restricted Shares”), which shall vest and become nonforfeitable in accordance with Section 3 hereof. Restricted Stock Awards Each Parent Restricted Stock Award that is outstanding as of immediately prior to the Effective Time shall be converted, as of the Effective Time, into both a Post-Separation Parent Restricted Stock Award and a SpinCo Restricted Stock Award and each such award shall, except as otherwise provided in this Section 4.02, be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent Restricted Stock Award prior to the Effective Time provided, however, that from and after the Effective Time the number of shares subject to (i) the Post-Separation Parent Restricted Stock Award shall be equal to the number of Parent Shares subject to the corresponding Parent Restricted Stock Award immediately prior to the Effective Time and (ii) the SpinCo Restricted Stock Award shall be equal to the product, rounded up to the nearest whole share, obtained by multiplying (A) the number of Parent Shares subject to the Parent Restricted Stock Award immediately prior to the Effective Time by (B) the Distribution Ratio. Related to Bishop Restricted Stock Awards
As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Bishop Restricted Stock Award that is outstanding as of immediately prior to the Effective Time and that vests by its terms as of the Effective Time or that is otherwise vested ( taking into account any accelerated vesting thereof as a result of the transactions contemplated by this Agreement) shall entitle the holder thereof to a number of shares of Bishop Common Stock (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of shares of Bishop Common Stock that such holder holds upon vesting under the terms of such Bishop Restricted Stock Award as of immediately prior to the Reverse Split (without giving effect to the Reverse Split) by (y) the Bishop Share Consolidation Ratio (it being understood that any Bishop Restricted Stock Award subject to the adjustment contemplated by this sentence shall not be subject to the adjustment contemplated by the prior sentence).
Except as otherwise provided in this Section 2.4(b), each Bishop Restricted Stock Award adjusted pursuant to this Section 2.4(b) shall continue to have, and shall be subject to, the same terms and conditions as applied to the Bishop Restricted Award as of immediately prior to the Reverse Split Time. Bishop Restricted Stock Awards. As of the Reverse Split Time, by virtue of the Reverse Split and without any action on the part of the holders thereof, each award of Bishop Common Stock subject to vesting, repurchase or other lapse restriction granted under a Bishop Plan (each, a “Bishop Restricted Stock Award”) that is outstanding as of immediately prior to the Reverse Split Time and that will not by its terms vest as of the Effective Time shall be adjusted to correspond to a number of shares of Bishop Common Stock ( rounded to the nearest whole share) equal to the product obtained by multiplying (i) the number of restricted shares of Bishop Common Stock subject to such Bishop Restricted Stock Award as of immediately prior to the Reverse Split Time by (ii) the Bishop Share Consolidation Ratio.
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