Annual Equity Compensation. For each calendar year ending during the Employment Period, commencing with calendar year 2021, Executive shall be eligible to receive an annual award of restricted stock in the REIT (each, an “Award”) with a target value equal to not more than the number of Shares obtained by dividing (x) $1,000,000 by (y) the Fair Market Value on the applicable grant date. Each Award, if any, shall be granted no later than thirty (30) days following the end of the applicable calendar year. The actual amount of each Award, if any, shall be determined by the Compensation Committee and shall be based on such performance objectives as are determined by the Compensation Committee in consultation with Executive. Subject to Executive’s continued employment with the Company, each Award shall vest in equal annual installments over a period of three (3) years on each of the first, second and third anniversaries of the applicable grant date. In addition, in the event of a Change in Control of the Company or a termination of Executive’s employment with the Company by the Company without Cause, by Executive for Good Reason or due to Non-Renewal by the Company or Executive’s death or Disability, each Award, to the extent then outstanding and unvested, shall thereupon vest in full. Each Award shall provide that Executive may elect to satisfy any applicable tax withholding obligations with respect to the Award by having the Company withhold Shares otherwise issuable or vesting under the Award, based on the maximum statutory withholding rates applicable thereto. The REIT shall take all action necessary to cause the Shares subject to each Award to be registered on a Form S-8, and, consistent with the foregoing, the terms and conditions of each Award shall be set forth in an award agreement which will be provided to Executive for acceptance and as evidence of such Award as soon as administratively possible following the applicable grant date (each, an “Award Agreement”).
Annual Equity Compensation. (i) Each year during the Term, Executive shall be eligible to receive an annual equity-based incentive (the “Annual LTI Award”) under the Company’s long-term incentive plan (the Texas Capital Bancshares, Inc. 2022 Long-Term Incentive Plan (the “2022 LTI Plan”) or any successor plan thereto) (the “Plan”), with an annual target long-term incentive award opportunity equal to 350% of Base Salary in the form of 50% time-based restricted stock units and 50% performance-based stock units. The maximum payout opportunity for such performance-based awards will be 200% of target. Executive’s Annual LTI Award will be on the same terms and conditions as awards granted to other senior executives of the Company; provided, however, that Executive’s awards will continue to vest without forfeiture on their existing terms following Executive’s retirement, provided Executive does not become employed or otherwise associated with a Competitive Enterprise during the Restricted Period (each, as defined below). Except as set forth in clause (ii) below, for purposes of Executive’s Annual LTI Grants, (w) “retirement” shall mean Executive’s resignation or termination from the Company from and after the time Executive attains age 57 with at least two (2) years of service with the Company, (x) termination by the Company without Cause or by the Executive for Good Reason shall constitute “retirement” for purposes of Executive’s Annual LTI Awards (for clarity, regardless of Executive’s age or years of service at the time of such termination), (y) such awards shall immediately vest (with performance-based awards vesting at target) upon Executive’s death or termination due to Total and Permanent Disability (as defined in the 2022 LTI Plan or as such similar term as defined in a successor plan thereto) and (z) such Annual LTI Awards shall immediately vest in the event Executive’s employment is terminated (1) without Cause, (2) for Good Reason or (3) due to retirement following a Change in Control (as defined in the 2022 LTI Plan or as such similar term as defined in a successor plan thereto).
Annual Equity Compensation. The Executive shall be entitled to receive each year a target grant of $225,000 in restricted shares of the Company under the Third Point Reinsurance Ltd. 2013 Omnibus Incentive Plan, with the first grant to be made on the normal 2015 grant date, subject to the approval of the Compensation Committee.
Annual Equity Compensation. (a) The Company shall grant to Executive with respect to each calendar year during the Employment Period that number of RSUs (each an “Annual Equity Compensation Award”) that is equal to $580,000 divided by the last reported sales price of the Company Stock, as reported by the New York Stock Exchange or such other national securities exchange or automated quotation system on which the Company Stock is then traded (the “Last Reported Sales Price”), on the date of grant. The decision as to whether the RSUs comprising any given Annual Equity Compensation Award may be settled in cash or Company Stock shall be made by the Executive Compensation Committee in its sole discretion and indicated in the grant document relating to such grant. For purposes of this Section 4.7, (i) the “Settlement Date” for payment of each RSU comprising any Annual Equity Compensation Award shall be the applicable vesting date for such RSU; provided, however, in the case of any RSUs as to which a timely deferral election has been made by Executive pursuant to Section 4.6 hereof, the term “Settlement Date” shall mean the later of the applicable vesting date for such RSUs and the date on which shares of Company Stock issued upon settlement of such RSUs are required to be distributed from the Trust, and (ii) with respect to any cash-settled RSUs comprising any Annual Equity Compensation Award, the fair market value of a share of Company Stock shall be equal to the Last Reported Sales Price of the Company Stock on the Settlement Date for such RSUs.
Annual Equity Compensation. You shall be eligible to receive annual grants of long-term incentive compensation under the CBS long-term management incentive plan as may be amended from time to time without notice in the sole discretion of CBS. You shall have a “Target” long-term incentive value equal to ($3,000,000) Three Million Dollars. The precise amount, form and timing of any such long-term incentive award, if any, shall be determined in the sole discretion of the CBS Compensation Committee.
Annual Equity Compensation. Each year during the Term beginning in 2025, Executive shall be eligible for an annual equity-based incentive (the “Annual LTI Award”) under the Company’s long-term incentive plan (the Texas Capital Bancshares, Inc. 2022 Long-Term Incentive Plan (the “2022 LTI Plan”) or any successor plan thereto) (the “Plan”), with an annual target long-term incentive award opportunity equal to 400% of Base Salary (the “Annual
Annual Equity Compensation. Following the end of each fiscal year during the Term, Executive will be eligible to receive equity awards (the “Annual Grants”) in accordance with the following:
(a) Executive will have an annual equity opportunity with a grant date fair value of $400,000 (“Annual Equity Target”) if all Annual Performance Goals are achieved, but the actual amount of the grant date fair value of the annual equity grants (the “Actual Equity Value”) will be based on Executive’s complete or partial achievement of the Annual Performance Goals. Of the Actual Equity Value, 62.5% shall be granted in the form of stock options and the remainder in restricted stock awards. The number of shares of such stock options shall be determined by the Company using an option valuation methodology, and the stock options shall have a per share exercise price equal to the fair market value of the stock on the grant date. The number of shares of such restricted stock awards shall be determined using the fair market value of the stock on the grant date.
(b) For the second and third year of the Initial Term (but not during any renewal), the Annual Equity Target will increase by $75,000 but such increase shall be awarded only in stock options.
(c) The Annual Grants will be granted as soon as practicable following the end of the applicable fiscal year (but no later than 90 days after fiscal year unless the Company’s policies require a delay).
(d) The Annual Grants will vest in three equal annual installments over the three years following the applicable grant date subject to Executive’s continued employment on the applicable vesting date. The Annual Grants will otherwise be subject to the terms and conditions of the Company’s equity compensation plan.
Annual Equity Compensation. In addition to the annual bonus referenced in Section 4(b), the Executive shall be entitled to receive annual equity compensation as determined on a yearly basis in the absolute discretion of the Compensation Committee of the Employer’s Board of Directors.
Annual Equity Compensation. Subject to the terms of the ZAGG Management Performance Bonus Plan, as such may be amended, modified or cancelled, and specifically including the vesting provisions thereof, your annual restricted stock award shall be that number of shares which is the quotient obtained by dividing $658,000 by the closing price of the Company’s common stock on the date of grant.
Annual Equity Compensation
