This excerpt taken from the TUTR 8-K filed Sep 17, 2008.
Article 8. Restricted Stock and Restricted Stock Units
8.1 Grant of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of the Plan, the Committee may, at any time and from time to time, grant Restricted Stock or Restricted Stock Units to Participants in such amounts as it determines.
8.2 Award Agreement. Each grant of Restricted Stock or Restricted Stock Units will be evidenced by an Award Agreement that specifies the Restriction Periods, the number of Shares or Share equivalent units granted, and such other provisions as the Committee determines.
8.3 Other Restrictions. Subject to Article 12, the Committee may impose such other conditions or restrictions on any Restricted Stock or Restricted Stock Units as it deems advisable, including, without limitation, restrictions based upon the achievement of specific performance objectives (Company-wide, business unit, individual, or any combination of them), time-based restrictions on vesting, and restrictions under applicable federal or state securities laws. The Committee may provide that restrictions established under this Section 8.4 as to any given Award will lapse all at once or in installments.
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The Company will retain the certificates representing Shares of Restricted Stock in its possession until all conditions and restrictions applicable to the Shares have been satisfied.
8.4 Payment of Awards. Except as otherwise provided in this Article 8, Shares covered by each Restricted Stock grant will become freely transferable by the Participant after the last day of the applicable Restriction Period, and Share equivalent units covered by a Restricted Stock Unit Award will be paid out in Shares to the Participant as soon as administratively practicable following the last day of the applicable Restriction Period, or on the date provided in the Award Agreement, but in no event later than 2-1/2 months following the end of the calendar year or the Company’s tax year containing the last day of the Restriction Period.
8.5 Voting Rights. During the Restriction Period, Participants holding Shares of Restricted Stock may exercise full voting rights with respect to those Shares.
8.6 Dividends and Other Distributions. During the Restriction Period, Participants awarded Shares of Restricted Stock hereunder will be credited with regular cash dividends paid on those Shares. Dividends on vested Shares shall be paid at the same time as dividends are paid to other Company shareholders. Dividends on unvested Shares shall be subject to the same vesting conditions and risk of forfeiture as the underlying Shares, and shall be paid to the Participant no later than 2-1/2 months following the end of the calendar year or the Company’s tax year in which the underlying Shares vest.
An Award Agreement may provide that, during the Restriction Period, Participants awarded Restricted Stock Units shall be credited with dividend equivalents deemed reinvested in additional RSUs which are subject to the same vesting conditions as the underlying RSUs. Such dividend equivalents shall be subject to the same vesting conditions and risk of forfeiture as the underlying Restricted Stock Units, and will be paid to the Participant as and when the underlying Restricted Stock Units are paid.
8.7 Termination of Service. Each Award Agreement will set forth the extent to which vesting will be accelerated in connection with a termination of Service. These terms will be determined by the Committee in its sole discretion, need not be uniform among all Awards of Restricted Stock, and may reflect, among other things, distinctions based on the reasons for termination of Service.