Annual Equity Incentive Compensation. Executive shall be eligible to participate in the Company’s equity-based incentive program, or any successor plan thereto (the “PVR LTIP”), which shall enable Executive to be awarded equity-based compensation in such amounts, if any, and payable at such times, if any, as determined in the normal course by the Committee. Executive’s target annual equity-based compensation shall be 125% of his Base Salary commencing in 2012. The annual equity-based target may be reviewed and adjusted by the Committee from time to time in accordance with the Committee’s normal practice. All equity-based compensation shall be paid or settled in accordance with the PVR LTIP and the applicable award agreement evidencing the equity-based compensation award.
Annual Equity Incentive Compensation. In addition to the equity grant provided in Section 4(c), with respect to each calendar year during the Term beginning after calendar year 2020, Executive shall be eligible to receive an annual long-term equity incentive award. For the equity incentive award granted in the 2021 calendar year, such award shall be granted prior to March 15, 2021 and shall be based on the target award recommended by FPL Advisory in its proposed executive compensation program summary dated August 10, 2020. For the equity incentive award granted in 2021, seventy percent (70%) of each such award shall vest in substantially equal installments over a period of three (3) years based solely on the passage of time and the remaining thirty percent (30%) shall vest based on performance criteria established in the sole discretion of the Board or the Committee. Except as otherwise provided herein, eligibility for, and the terms and vesting conditions applicable to, each such annual grant, if any, shall be determined by the Board or the Committee in its sole discretion.
Annual Equity Incentive Compensation. (a) All equity of Burger King Holdings, Inc. (“Holdings”) or equity-based awards with respect to the common stock of Holdings (“Common Stock”) held by Executive as of the date hereof and any Management Subscription and Shareholders’ Agreement, Management Stock Option Agreement and Restricted Share Agreement (collectively, the “Equity Award Agreements”) to which the Executive is a party as of the date hereof, will continue in accordance with their respective terms provided that, notwithstanding any other provision of this Agreement or the Equity Award Agreements, if a Change in Control (as defined below) occurs and, within twenty-four (24) months after the date of such Change in Control, Executive’s employment is terminated by the Company “Without Cause” or by Executive for “Good Reason” (as defined below), all options to acquire Common Stock held by Executive at such time (the “Options”) and the then unvested portion of those 15,865 restricted stock units granted to Executive on June 2, 2006, if any, will become immediately and fully vested upon such termination and, with respect to the Options, Executive shall have ninety (90) days from the Termination Date to exercise such Options. For purposes of this Agreement, the term “Change in Control” shall have the meaning ascribed to such term in the Omnibus Plan.
Annual Equity Incentive Compensation. Executive will be eligible to earn and receive regular grants of long-term equity incentive awards under the Amended and Restated American Midstream GP, LLC Long-Term Incentive Plan and any successor or additional plan (collectively, the “LTIP”). Awards under the LTIP shall vest in four equal annual installments and each annual installment is referred to herein as a “Vesting Tranche.” Awards are typically determined annually by the Compensation Committee (or if there is no Compensation Committee, the Board) and currently are granted in the form of AMID phantom units that, with respect to the Executive, may be settled upon vesting in (x) common units in AMID, or, (y) with consent of Executive or if required as a result of any applicable federal securities laws or the rules of the New York Stock Exchange (or such other national securities exchange on which the securities of AMID are then listed), in cash. Executive will have an annual target award level under the LTIP (the “LTI Target”) unless otherwise determined in accordance with the last sentence of this paragraph 3.3 of (i) 200% of his annual base salary to the extent the award is granted in tandem with DERs (as defined in the LTIP), or (ii) 300% of his annual base salary if, and to the extent that, the award is not granted in tandem with DERs; provided, however, that if an award is granted in tandem with DERs based on an LTI Target of 200% of annual base salary but during the vesting period for such LTIP award AMID pays a quarterly cash distribution on common units that is less than the Minimum Quarterly Distribution (as defined the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “AMID LP Agreement”)) in effect as of the Effective Date, then the Executive by written notice to the Company given within 90 days after payment of such distribution may elect to adjust the award to eliminate his right to DERs with respect to such award. If such election is made, then the number of units subject to such award in each Vesting Tranche will be increased by a number of units equal to (A) 50% multiplied by the Original Award Value (as defined below) and then divided by the Fair Market Value (as defined in the LTIP) of one AMID common unit on the date of such election, minus (B) the total cash distribution equivalent payments previously made in respect of such Vesting Tranche divided by the Fair Market Value (as defined in the LTIP) of one AMID common unit on the ...
Annual Equity Incentive Compensation. During the Employment Period, Executive shall be entitled to receive annual performance-based equity grants in accordance with the terms and conditions of the Holdings Equity Incentive Plan, the Omnibus Plan or such other plan providing for equity-based incentive compensation maintained by the Company for employees at Executive’s grade level that the Company designates, in its sole discretion (any such plan, the “Equity Plan”).
Annual Equity Incentive Compensation. In addition to the IPO RSU Grant, the Executive shall be eligible to receive an equity award annually based on the Board’s assessment of market competitive conditions and Executive’s overall individual performance. The design and delivery of such annual equity awards and plan, and the grant of such equity awards, will be determined by and subject to the approval of the Board following recommendation by the Compensation Committee.
