Annual Equity Grant. During the first fiscal quarter of each year, or such other time as the Board, in its discretion, may determine, the Employee will receive an annual equity grant with a target value, measured as of the grant date, equal to the percentage of the Employee’s Salary determined by the Board or its designated committee, which for 2021 shall be 75% (the “Annual Equity Grant”). One-half of the Annual Equity Grant is expected to be in the form of restricted stock units or restricted share units with no performance restrictions or metrics associated with them, and which are expected to vest in three equal increments on each of the first, second and third anniversaries of the grant date. The other one-half of the Annual Equity Grant is expected to be in the form of performance shares or performance restricted stock units, which will have Board-determined performance restrictions and metrics associated with them. The determination of how many of those performance shares or performance restricted stock units have been earned will be made by the Board on or about the first anniversary of the grant date, based on the financial performance of the Company during the prior fiscal year, and any performance shares or performance stock units deemed by the Board to be earned are expected to vest in two equal increments on or about each of the second and third anniversaries of the grant date. Notwithstanding any other provision of this Agreement to the contrary, the determination of whether and when to make any Annual Equity Grant to Employee, and the design, nature and amount of any such Annual Equity Grant, shall be determined by the Board in its discretion. All Annual Equity Grants to Employee shall be subject to the terms of the grant agreement between Employer and Employee. In the event of a Change of Control, the Board or its designated committee will determine the manner in which any unvested restricted shares, performance shares, restricted stock units or other unvested equity grants will be treated, with respect to the amount and timing of the vesting of such unvested equity, to the extent that the same is not already addressed in the terms of the applicable grant agreement between the Employer and Employee.
Annual Equity Grant. During the term of employment, Executive shall be eligible to receive an annual grant of equity (the “Annual Equity Grant”) under the Company’s Incentive Plan. The actual award and amount of any Annual Equity Grant will be determined by the Board or the Compensation Committee of the Board, as appropriate, based upon any of the factors described in the Incentive Plan in addition to general factors relating to retention of talent.
Annual Equity Grant. Beginning with fiscal year 2007 and for each fiscal year thereafter during the Employment Period, Executive shall be eligible to receive additional equity-based compensation under the long term incentive plan of the Company in effect at the time of such award, the amount, terms and conditions of such award to be set by the Board at the time of grant. Such awards shall otherwise be governed by the terms and conditions set forth in the long term incentive plan of the Company as may be in effect at the time of such award and the corresponding award agreement and shall be made at such time as grants are made to other senior executives of the Company.
Annual Equity Grant. The Executive shall be eligible to participate in the Company’s 2011 Omnibus Incentive Plan, as amended from time to time and any successor thereto (the “Plan”). Within 30 days of the Effective Date, and on such dates as similar awards are made to other Company senior officers in 2013 and each year thereafter during the Employment Period, the Executive shall be granted long-term incentive awards with a value equal to $5,000,000 each year (“Annual Award”), except that the Annual Award granted in 2012 shall have a value equal to $2,500,000.1 The Annual Award in 2012 shall be allocated as set forth in the succeeding two sentences of this Section 3(b)(iii), and the Annual Award in subsequent years shall be allocated in the discretion of the Committee. In 2012, 75% of the Annual Award shall be in the form of non-qualified options to purchase Company common stock (“Shares”), which shall vest, 1 Assumes a July 1 start date; the $2.5 million will be prorated based on the actual start date. subject to the Executive’s continued employment with the Company, with respect to 25% of the Shares subject thereto on each of the four anniversaries of the date of grant and shall be subject to the terms and conditions of the Plan and the award agreement attached hereto as Annex A. The remaining 25% of the 2012 Annual Award shall be in the form of restricted share units in respect of Shares, which shall vest and be delivered on the third anniversary of the date of grant subject to the Executive’s continued employment with the Company and achievement of performance criteria established by the Committee, and shall be subject to the terms and conditions of the Plan and the award agreement attached hereto as Annex B. The Annual Award shall be subject to the terms and conditions of the Plan and applicable award agreements. To the extent required to preserve deductibility under Section 162(m) of the Internal Revenue Code of 1986 (as amended) (the “Code”), any payment of restricted stock units after the annual shareholders meeting in 2015 shall be subject to the terms and conditions of a shareholder-approved equity plan that provides for the grant of performance-based awards pursuant to Section 162(m) of the Code. For purposes of this Agreement, unless specifically stated otherwise, the value of options shall be based on the Black Scholes value of such options as of the date of grant, and the value of restricted stock units shall be based on the average closing price of Shares on the ...
Annual Equity Grant. During the term of employment, Executive shall be eligible to participate under the applicable equity plan of the Company then in effect, as amended from time to time, or any successor plans (collectively, the “Company Equity Plan”), for the award of an annual grant of equity thereunder (the “Annual Equity Grant”). The actual award and amount of any Annual Equity Grant will be determined by the Board or the Compensation Committee of the Board in accordance with the terms of the applicable Company Equity Plan and subject to the provisions thereof.
Annual Equity Grant. For each year of employment, subject to the approval of the Board and pursuant to the Plan, as hereinafter amended, restated, or replaced, Executive shall be eligible for grants thereunder in an amount and pursuant to terms as determined by the Board in its sole discretion. Each annual grant provided hereunder, if any, shall vest on terms as provided by the Company and shall be subject to the terms of the Plan and the Company’s Option grant documents, the execution of which by Executive is required for any such grant. Nothing herein requires the Board to make any grant under the Plan or otherwise.
Annual Equity Grant. Commencing with the 2015 equity grants, which may be granted in the fourth quarter of 2014, Executive may be entitled to receive an annual equity grant (the “Annual Equity Grant”), issuable with respect to each year of the Term. The final determination on the amount, if any, and the form of the Annual Equity Grant will be made by, and in the sole discretion of the Compensation Committee of the Board of Directors of the Company (the “Board”) (or the Board, if such committee has been dissolved). The targeted amount of the Annual Equity Grant shall be 150% of the Executive’s Base Salary. The Annual Equity Grant shall be made pursuant to the ECM Energy Services, Inc. 2013 Stock Plan, and shall in all respects be subject to the terms and conditions of such plan. The Compensation Committee may in its sole and absolute discretion grant from time to time Executive additional options in such amounts and under such terms and conditions, as the Compensation Committee may determine in its sole and absolute discretion.
Annual Equity Grant. (a) On or about each January 1st occurring both during the Term and prior to the time that notice of termination is given by either party, Vishay shall grant Executive an annual equity award under the Stock Incentive Program (or any successor plan or arrangement thereof) having a grant date fair value approximately equal to 30% of Executive's Base Salary on such date. Subject to Executive's continued service, such equity awards shall vest on January 1 of the third year following their grant, provided that the vesting of up to 75% of the equity awards granted in any year (determined as a percentage of grant date fair value) may also be subject to the achievement of performance goals established by the Compensation Committee.
(b) With respect to equity awards granted to Executive on or after January 1, 2017 and prior to the Effective Date, and equity awards granted to Executive pursuant to this Section 4.3, if Executive's service ceases due to (i) termination by Vishay Americas without Cause, (ii) resignation by Executive with Good Reason (or for any reason after Executive attains age 62, unless Cause then exists), or (iii) his death or Disability, then subject in each case (other than death) to Executive's execution of a release of claims in favor of Vishay and its subsidiaries and affiliates in accordance with Section 6.2(c), any service-based vesting criteria applicable to such equity awards will be deemed satisfied and any performance-based vesting criteria applicable to such equity awards will remain in effect.
(c) In the event of a Change in Control, all then outstanding equity awards granted pursuant to this Section 4.3 shall immediately vest.
(d) If Executive's service ceases at any time due to his termination by Vishay Americas with Cause or by the Executive without Good Reason, except as provided under Section 4.3(b), all unvested equity awards will then immediately and automatically be forfeited.
Annual Equity Grant. On August 17, 2011, Vishay granted Executive 3,480 time-vested restricted stock units (“RSUs”) and 10,440 performance-based restricted stock units (“PBRSUs”), under the Vishay Intertechnology 2007 Stock Incentive Program (the “Stock Incentive Program”). The RSUs will vest on January 1, 2014, subject to the satisfaction of the applicable service condition, and the PBRSUs will vest on January 1, 2014, subject to the satisfaction of the applicable service and performance conditions. Vishay Israel warrants that commencing on January 1, 2012 and on each January 1 thereafter during the Term, Vishay shall grant Executive an annual equity award under the Stock Incentive Program (or any successor plan or arrangement thereof) having a value approximately equal to 125% of Executive’s Base Salary on such date. Twenty-five percent of each such grant shall be in the form of RSUs, and 75% shall be in the form of PBRSUs. The fair market value of Common Stock as of January 1 of a year for purposes of determining the number of RSUs and PBRSUs to be granted shall be equal to the closing price of such stock on the New York Stock Exchange on the trading day immediately preceding such January 1. Subject to Executive’s continued employment with Vishay Israel, the RSUs and PBRSUs shall vest on January 1 of the third year following their grant, provided that, in the case of the PBRSUs, only to the extent the performance criteria applicable to the PBRSUs are realized. In the event of the termination of Executive’s employment with Vishay Israel by Vishay Israel without Cause, by Executive for Good Reason, for any reason other than Cause after Executive attains age 62, or as a result of his death or disability, the outstanding RSUs granted pursuant to this Section 4.5 shall immediately vest and the outstanding PBRSUs granted pursuant to this Section 4.5 shall vest on their normal vesting date to the extent the applicable performance criteria are realized. In the event of a Change in Control (as defined in the Stock Incentive Program), all of such outstanding RSUs and PBRSUs shall immediately vest.”
4. The amendments to the Employment Agreement made by paragraphs 1 and 2 hereof shall be effective as of July 1, 2011.
5. Except as set forth in this Amendment, all other terms and conditions of the Employment Agreement shall remain unchanged and in full force and effect.
6. This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an ...
Annual Equity Grant. For each fiscal year during the Term, the Executive will be entitled to receive an annual equity grant of $2,500,000 under the iCoreConnect Inc. 2023 Equity Plan (the “Plan”) (the “Annual Grant”), subject to the availability of shares of common stock under the Stock Plan. The final determination on the amount, if any, of the Annual Grant will be made by, and in the sole discretion of the Compensation Committee (or the Board, if such committee has been dissolved), based on goals and objectives approved by the Compensation Committee of the Board (or the Board, if such committee has been dissolved).
