Bonus and Equity Awards. Executive shall be eligible to participate in the Company’s incentive bonus plans as may be adopted from time to time by the Board of Directors (or the Compensation Committee thereof), subject to and in accordance with the terms and conditions of such plans, which shall not be paid later than March 15 of the calendar year immediately following the calendar year to which the bonus relates. The Executive’s target annual bonus opportunity shall be one-hundred percent (100%) of the Salary, or the highest target bonus opportunity available to any other executive of the Company, based on the achievement of performance goals set forth in the Company’s incentive bonus plan. Executive shall be eligible to receive a pro-rata bonus for his services during the period of time between the Effective Date and December 31, 2012 based upon Company performance. As of the Effective Date, the Company shall grant to Executive under the Xxxxxx Resources, Inc. 2010 Stock Incentive Plan (“2010 Plan”) 695,000 shares (the “First Tranche”) of Restricted Stock, as that term is defined under the 2010 Plan (the “Restricted Shares”). As of January 2, 2013, the Company shall grant to Executive under the 2010 Plan an additional 695,000 Restricted Shares (the “Second Tranche”). The form and other terms and conditions of the Restricted Shares will be subject to the terms of the Plan and a restricted share agreement. The Restricted Shares shall initially be unvested. Except as otherwise provided below, the Restricted Shares will vest, if at all, based on the average closing trading price (“ACTP”) of the Company’s Common Stock over any period of thirty (30) consecutive trading days (a “Thirty Day Period”) occurring during the period commencing on the Effective Date and ending on the last business day occurring before the fifth anniversary of the Effective Date (the “Performance Period”) as follows: (i) 115,833 Restricted Shares from each of the First Tranche and the Second Tranche (each a “Tranche”) on the first day that the ACTP for any Thirty Day Period equals or exceeds $4.00, and (ii) an additional 96,528 Restricted Shares from each Tranche on the first day that the ACTP for any Thirty Day Period equals or exceeds any higher whole dollar increment from $5 to $10. The above vesting formula (the “Formula”) is illustrated in its entirety in Appendix C attached hereto. The Formula will be adjusted as necessary to reflect any change in capitalization of the Company affecting the Common Stock of the Company. The Executive shall have the right to elect to have the Company withhold from that number of vested Restricted Shares to pay any federal, state, or local taxes as required by law to be withheld with respect to the vesting or delivery of the Restricted Shares pursuant to the 2010 Plan. In the event of a Change of Control, any unvested Restricted Shares shall become vested based upon the price at which the Change of Control occurs, as if such price constituted the ACTP for a Thirty Day period; provided that for a price between whole dollar amounts, a marginal number of Restricted Shares vesting shall be determined based on a straight line interpolation between whole dollar amounts. Thus, for example, if a Change of Control occurs at a price of $6.40 per share then, for each Tranche, the total Restricted Shares vested shall equal the 308,889 vested Restricted Shares determined based on achievement of a $6.00 price, plus 38,611 Restricted Shares vested on an interpolated basis for the price performance above $6.00, for a total of 347,500 vested Restricted Shares in each Tranche. Any Restricted Shares that do not vest on such event shall continue to be held subject to vesting based upon the Formula, provided that if the Company’s Common Stock is no longer publicly traded, vesting shall be determined annually within ninety (90) days following the end of each fiscal year of the Company based on the fair market value of the Company’s Common Stock determined by a nationally recognized independent accounting firm using valuation factors that are consistent with Section 409A of the Code and Treas. Reg. §1.409A-1(b)(iv)(B) (the “Company Valuation”). The Executive agrees not to transfer, sell or dispose of any Restricted Shares (except as necessary to effect net share withholding pursuant to the Plan) if: (i) such sale, transfer or other disposition would take place prior to the second anniversary of the grant of the First Tranche, or (ii) if immediately following such sale, transfer or other disposition the Executive would not be in compliance with the Company’s executive stockholding guidelines as currently in effect. Any Restricted Shares that do not vest during the Performance Period shall be forfeited. Except as otherwise provided for in this Agreement, any Restricted Shares that have not vested as of the date of the termination of the Executive’s employment will be forfeited. Executive also may be eligible to receive other equity based awards under the Company’s equity plans, with the amount, terms and conditions of such equity awards to be determined by the Board of Directors (or the Compensation Committee thereof).
Appears in 1 contract
Samples: Executive Employment Agreement (Warren Resources Inc)
Bonus and Equity Awards. Executive shall be eligible to participate in the Company’s incentive bonus plans as may be adopted from time to time by the Board of Directors (or the Compensation Committee thereof), subject to and in accordance with the terms and conditions of such plans, which shall not be paid later than March 15 of the calendar year immediately following the calendar year . Subject to which the bonus relates. The Executive’s target annual bonus opportunity shall be one-hundred percent (100%) of the Salary, or the highest target bonus opportunity available to any other executive of the Company, based on the achievement of performance goals set forth in the Company’s incentive bonus plan. Executive shall be eligible to receive a pro-rata bonus for his services during the period of time between the Effective Date and December 31, 2012 based upon Company performance. As of the Effective Date, the Company shall grant to Executive under the Xxxxxx Resources, Inc. 2010 Stock Incentive Plan (“2010 Plan”) 695,000 shares (the “First Tranche”) of Restricted Stock, as that term is defined under the 2010 Plan (the “Restricted Shares”). As of January 2, 2013, the Company shall grant to Executive under the 2010 Plan an additional 695,000 Restricted Shares (the “Second Tranche”). The form and other terms and conditions of the Restricted Shares will be subject to the terms of the Plan and a restricted share agreement. The Restricted Shares shall initially be unvested. Except as otherwise provided below, the Restricted Shares will vest, if at all, based on the average closing trading price (“ACTP”) of the Company’s Common Stock over any period of thirty (30) consecutive trading days (a “Thirty Day Period”) occurring during the period commencing on the Effective Date and ending on the last business day occurring before the fifth anniversary of the Effective Date (the “Performance Period”) as follows:
(i) 115,833 Restricted Shares from each of the First Tranche and the Second Tranche (each a “Tranche”) on the first day that the ACTP for any Thirty Day Period equals or exceeds $4.00, and
(ii) an additional 96,528 Restricted Shares from each Tranche on the first day that the ACTP for any Thirty Day Period equals or exceeds any higher whole dollar increment from $5 to $10. The above vesting formula (the “Formula”) is illustrated in its entirety in Appendix C attached hereto. The Formula will be adjusted as necessary to reflect any change in capitalization of the Company affecting the Common Stock of the Company. The Executive shall have the right to elect to have the Company withhold from that number of vested Restricted Shares to pay any federal, state, or local taxes as required by law to be withheld with respect to the vesting or delivery of the Restricted Shares pursuant to the 2010 Plan. In the event of a Change of Control, any unvested Restricted Shares shall become vested based upon the price at which the Change of Control occurs, as if such price constituted the ACTP for a Thirty Day period; provided that for a price between whole dollar amounts, a marginal number of Restricted Shares vesting shall be determined based on a straight line interpolation between whole dollar amounts. Thus, for example, if a Change of Control occurs at a price of $6.40 per share then, for each Tranche, the total Restricted Shares vested shall equal the 308,889 vested Restricted Shares determined based on achievement of a $6.00 price, plus 38,611 Restricted Shares vested on an interpolated basis for the price performance above $6.00, for a total of 347,500 vested Restricted Shares in each Tranche. Any Restricted Shares that do not vest on such event shall continue to be held subject to vesting based upon the Formula, provided that if the Company’s Common Stock is no longer publicly traded, vesting shall be determined annually within ninety (90) days following the end of each fiscal year of the Company based on the fair market value of the Company’s Common Stock determined by a nationally recognized independent accounting firm using valuation factors that are consistent with Section 409A of the Code and Treas. Reg. §1.409A-1(b)(iv)(B) (the “Company Valuation”). The Executive agrees not to transfer, sell or dispose of any Restricted Shares (except as necessary to effect net share withholding pursuant to the Plan) if:
(i) such sale, transfer or other disposition would take place prior to the second anniversary of the grant of the First Tranche, or
(ii) if immediately following such sale, transfer or other disposition the Executive would not be in compliance with the Company’s executive stockholding guidelines as currently in effect. Any Restricted Shares that do not vest during the Performance Period shall be forfeited. Except as otherwise provided for in this Agreement, any Restricted Shares that have not vested as of the date of the termination of the Executive’s employment will be forfeited. Executive also may be eligible to receive other equity based awards under the Company’s equity plans, with the amount, terms and conditions of such equity awards to be determined approval by the Board of Directors (or the Compensation Committee thereof), Executive shall be eligible to receive the following equity awards (“Awards”) under the Zillow Group, Inc. Amended and Restated 2011 Incentive Plan or any successor plan thereto (“Plan”):
(a) Within thirty (30) days of the Effective Date, restricted stock units (“RSUs”) for that number of shares of the Company’s Class C Capital Stock calculated by dividing $5,250,000 by the average closing price of the Company’s Class C Capital Stock on the thirty (30) trading days preceding the Effective Date (“Initial RSUs”), such Initial RSUs to vest and be settled in one (1) share of Class C Capital Stock for each share subject to the Initial RSUs that vests in accordance with the vesting schedule set forth in Section 2.3(c) of this Agreement. The Initial RSUs shall have the terms and conditions as set forth in a Restricted Stock Unit Award Notice and a Restricted Stock Unit Award Agreement to be executed by Executive and the Company pursuant to the Plan. To the extent there is a conflict between this Agreement and the applicable terms of the Restricted Stock Unit Award Notice and a Restricted Stock Unit Award Agreement, the applicable terms of this Agreement will govern.
(b) A nonqualified stock option for the same number of shares of the Company’s Class C Capital Stock underlying the Initial RSUs (the “Initial Option,” and together with the Initial RSUs, the “Initial Awards”). The Initial Option will have a ten (10)-year term (subject to earlier termination in the event of Executive’s termination of employment), a per share exercise price equal to the closing price of the Company’s Class C Capital Stock on the date of grant, and will vest in accordance with the vesting schedule set forth in Section 2.3(c) of this Agreement. The Initial Option shall have the terms and conditions as set forth in a Nonqualified Stock Option Grant Notice and a Nonqualified Stock Option Agreement to be executed by Executive and the Company pursuant to the Plan. To the extent there is a conflict between this Agreement and the applicable terms of the Nonqualified Stock Option Grant Notice and a Nonqualified Stock Option Agreement, the applicable terms of this Agreement will govern.
(c) Each Initial Award shall vest as to 25% of the total number of shares subject to the applicable Initial Award on the one-year anniversary of the Effective Date. The remainder of each Initial Award shall vest thereafter in substantially equal installments on a quarterly basis on each of the Company’s established quarterly vesting dates over the following twelve (12) quarters (such quarterly vesting dates based on those generally applicable to equity awards granted under the Plan). Vesting of the Initial Awards shall be subject to Executive’s continued employment with the Company on an applicable vesting date.
(d) Executive will be eligible to participate in the Company’s 2018 year-end annual review process and will be eligible to receive annual equity awards beginning in calendar year 2019 and each subsequent year of employment (each, an “Annual Award”). Executive shall be eligible to receive an Annual Award for calendar year 2019 with an aggregate grant value of $2,500,000. Executive may elect to receive the Annual Award for calendar year 2019 in the form of 100% RSUs, 100% nonqualified stock options or a combination of RSUs and stock options in 25% increments, in accordance with the Company’s Equity Choice Program. The maximum number of shares of capital stock of the Company, or any successor company, underlying any elected RSUs under the 2019 Annual Award shall be determined by dividing (i) the portion of the $2,500,000 Annual Award elected by Executive to be in the form of RSUs, by (ii) the average closing price of the Company’s capital stock over the thirty (30)-day trading period preceding the launch of the year-end review process, which is expected to occur on approximately January 2, 2019, with any fractional share rounded to the nearest whole share (0.5 to be rounded up) (“2019 Annual Award RSUs”). The maximum number of shares of capital stock of the Company, or any successor company, underlying an elected stock option shall be determined by multiplying the number of shares subject to the 2019 Annual Award RSUs by three (3) (e.g., if the Annual Award is granted solely as a stock option). The vesting schedule, grant date, exercise price and other terms of 2019 Annual Awards shall be determined by the Company and generally shall be consistent with the Company’s equity award policies and practices with respect to individuals serving in comparable positions receiving equity awards in connection with the annual review process; provided, however, that the 2019 Annual Award will vest in substantially equal quarterly installments on each of the Company’s established quarterly vesting dates over the following sixteen (16) quarters (such quarterly vesting dates based on those generally applicable to equity awards granted under the Plan).
(e) Awards shall be subject to applicable deductions and tax withholdings upon vesting or exercise of the Awards, as applicable. For the avoidance of doubt, any adjustments to the Awards shall be governed by Section 15 of the Plan and shall be consistent with adjustments made to other awards outstanding under the Plan held by the Company’s executive officers.
Appears in 1 contract
Samples: Executive Employment Agreement (Zillow Group, Inc.)
Bonus and Equity Awards. Executive shall be eligible to participate in the Company’s incentive bonus plans as may be adopted from time to time by the Board of Directors (or the Compensation Committee thereof), subject to and in accordance with the terms and conditions of such plans, which shall not be paid later than March 15 of the calendar year immediately following the calendar year . Subject to which the bonus relates. The Executive’s target annual bonus opportunity shall be one-hundred percent (100%) of the Salary, or the highest target bonus opportunity available to any other executive of the Company, based on the achievement of performance goals set forth in the Company’s incentive bonus plan. Executive shall be eligible to receive a pro-rata bonus for his services during the period of time between the Effective Date and December 31, 2012 based upon Company performance. As of the Effective Date, the Company shall grant to Executive under the Xxxxxx Resources, Inc. 2010 Stock Incentive Plan (“2010 Plan”) 695,000 shares (the “First Tranche”) of Restricted Stock, as that term is defined under the 2010 Plan (the “Restricted Shares”). As of January 2, 2013, the Company shall grant to Executive under the 2010 Plan an additional 695,000 Restricted Shares (the “Second Tranche”). The form and other terms and conditions of the Restricted Shares will be subject to the terms of the Plan and a restricted share agreement. The Restricted Shares shall initially be unvested. Except as otherwise provided below, the Restricted Shares will vest, if at all, based on the average closing trading price (“ACTP”) of the Company’s Common Stock over any period of thirty (30) consecutive trading days (a “Thirty Day Period”) occurring during the period commencing on the Effective Date and ending on the last business day occurring before the fifth anniversary of the Effective Date (the “Performance Period”) as follows:
(i) 115,833 Restricted Shares from each of the First Tranche and the Second Tranche (each a “Tranche”) on the first day that the ACTP for any Thirty Day Period equals or exceeds $4.00, and
(ii) an additional 96,528 Restricted Shares from each Tranche on the first day that the ACTP for any Thirty Day Period equals or exceeds any higher whole dollar increment from $5 to $10. The above vesting formula (the “Formula”) is illustrated in its entirety in Appendix C attached hereto. The Formula will be adjusted as necessary to reflect any change in capitalization of the Company affecting the Common Stock of the Company. The Executive shall have the right to elect to have the Company withhold from that number of vested Restricted Shares to pay any federal, state, or local taxes as required by law to be withheld with respect to the vesting or delivery of the Restricted Shares pursuant to the 2010 Plan. In the event of a Change of Control, any unvested Restricted Shares shall become vested based upon the price at which the Change of Control occurs, as if such price constituted the ACTP for a Thirty Day period; provided that for a price between whole dollar amounts, a marginal number of Restricted Shares vesting shall be determined based on a straight line interpolation between whole dollar amounts. Thus, for example, if a Change of Control occurs at a price of $6.40 per share then, for each Tranche, the total Restricted Shares vested shall equal the 308,889 vested Restricted Shares determined based on achievement of a $6.00 price, plus 38,611 Restricted Shares vested on an interpolated basis for the price performance above $6.00, for a total of 347,500 vested Restricted Shares in each Tranche. Any Restricted Shares that do not vest on such event shall continue to be held subject to vesting based upon the Formula, provided that if the Company’s Common Stock is no longer publicly traded, vesting shall be determined annually within ninety (90) days following the end of each fiscal year of the Company based on the fair market value of the Company’s Common Stock determined by a nationally recognized independent accounting firm using valuation factors that are consistent with Section 409A of the Code and Treas. Reg. §1.409A-1(b)(iv)(B) (the “Company Valuation”). The Executive agrees not to transfer, sell or dispose of any Restricted Shares (except as necessary to effect net share withholding pursuant to the Plan) if:
(i) such sale, transfer or other disposition would take place prior to the second anniversary of the grant of the First Tranche, or
(ii) if immediately following such sale, transfer or other disposition the Executive would not be in compliance with the Company’s executive stockholding guidelines as currently in effect. Any Restricted Shares that do not vest during the Performance Period shall be forfeited. Except as otherwise provided for in this Agreement, any Restricted Shares that have not vested as of the date of the termination of the Executive’s employment will be forfeited. Executive also may be eligible to receive other equity based awards under the Company’s equity plans, with the amount, terms and conditions of such equity awards to be determined approval by the Board of Directors (or the Compensation Committee thereof), Executive shall be eligible to receive the following equity awards (“Awards”) under the Zillow Group, Inc. Amended and Restated 2011 Incentive Plan or any successor plan thereto (“Plan”):
(a) Within thirty (30) days of the Effective Date, restricted stock units (“RSUs”) for that number of shares of the Company’s Class C Capital Stock calculated by dividing $3,500,000 by the closing price of the Company’s Class C Capital Stock on the trading day preceding the Start Date (“Initial RSUs”), such Initial RSUs to vest and be settled in one (1) share of Class C Capital Stock for each share subject to the Initial RSUs that vests in accordance with the vesting schedule set forth in Section 2.3(c) of this Agreement. The Initial RSUs shall have the terms and conditions as set forth in a Restricted Stock Unit Award Notice and a Restricted Stock Unit Award Agreement to be executed by Executive and the Company pursuant to the Plan. To the extent there is a conflict between this Agreement and the applicable terms of the Restricted Stock Unit Award Notice and a Restricted Stock Unit Award Agreement, the applicable terms of this Agreement will govern.
(b) A nonqualified stock option for the number of shares of the Company’s Class C Capital Stock underlying the Initial RSUs multiplied by three (the “Initial Option,” and together with the Initial RSUs, the “Initial Awards”). The Initial Option will have a ten (10)-year term (subject to earlier termination in the event of Executive’s termination of employment), a per share exercise price equal to the closing price of the Company’s Class C Capital Stock on the date of grant, and will vest in accordance with the vesting schedule set forth in Section 2.3(c) of this Agreement. The Initial Option shall have the terms and conditions as set forth in a Nonqualified Stock Option Grant Notice and a Nonqualified Stock Option Agreement to be executed by Executive and the Company pursuant to the Plan. To the extent there is a conflict between this Agreement and the applicable terms of the Nonqualified Stock Option Grant Notice and a Nonqualified Stock Option Agreement, the applicable terms of this Agreement will govern.
(c) Each Initial Award shall vest as to 25% of the total number of shares subject to the applicable Initial Award on the one-year anniversary of the Effective Date. The remainder of each Initial Award shall vest thereafter in substantially equal installments on a quarterly basis on each of the Company’s established quarterly vesting dates over the following twelve (12) quarters (such quarterly vesting dates based on those generally applicable to equity awards granted under the Plan). Vesting of the Initial Awards shall be subject to Executive’s continued employment with the Company on an applicable vesting date.
(d) Executive will be eligible to participate in the Company’s 2018 year-end annual review process and will be eligible to receive annual equity awards beginning in calendar year 2019 and each subsequent year of employment (each, an “Annual Award”). Executive shall be eligible to receive an Annual Award for calendar year 2019 with an aggregate grant value of $2,500,000. Executive may elect to receive the Annual Award for calendar year 2019 in the form of 100% RSUs, 100% nonqualified stock options or a combination of RSUs and stock options in 25% increments, in accordance with the Company’s Equity Choice Program. The maximum number of shares of capital stock of the Company, or any successor company, underlying any elected RSUs under the 2019 Annual Award shall be determined by dividing (i) the portion of the $2,500,000 Annual Award elected by Executive to be in the form of RSUs, by (ii) the average closing price of the Company’s capital stock over the thirty (30)-day trading period preceding the launch of the year-end review process, which is expected to occur on
Appears in 1 contract
Samples: Executive Employment Agreement (Zillow Group, Inc.)
Bonus and Equity Awards. Executive shall be eligible to participate in the Company’s incentive bonus plans as may be adopted from time to time by the Board of Directors (or the Compensation Committee thereof), subject to and in accordance with the terms and conditions of such plans. In connection with commencement of employment, which shall not be paid later than March 15 of the calendar year immediately following the calendar year to which the bonus relates. The Executive’s target annual bonus opportunity shall be one-hundred percent (100%) of the Salary, or the highest target bonus opportunity available to any other executive of the Company, based on the achievement of performance goals set forth in the Company’s incentive bonus plan. Executive shall be eligible to receive a pro-rata bonus the following equity awards (“Equity Awards”):
(a) Initial grant of restricted stock units (“Initial RSUs”) for his services during that number of shares of Class A common stock of the period of time between Company equal to $5 million (USD) in value, based on the Company’s sixty (60) day average stock price immediately preceding the Effective Date and December 31of this Agreement, 2012 based upon Company performance. As which Initial RSUs shall vest quarterly over four years from Executive’s first day of employment with the Company, subject to Executive’s continued employment on each vesting date.
(b) Annual grant of 345,000 Restricted Units (“Annual Restricted Units”), whereby each Annual Restricted Unit has an initial value of one U.S. dollar (U.S. $1.00) as of the Effective Datedate of grant and represents the right to receive shares of the Company’s Class A common stock on or following the applicable anniversary of Executive’s first day of employment with the Company (such that the grant of Annual Restricted Units approved in 2014 shall vest on the one-year anniversary of Executive’s first day of employment and subsequent grants of Annual Restricted Units shall vest on each successive anniversary of Executive’s first day of employment), such number of shares to be determined by dividing the number of Annual Restricted Units by the closing price of the Company’s Class A common stock during regular session trading as of the trading date immediately preceding the applicable vesting date of such Annual Restricted Units. Upon vesting, the Annual Restricted Units will be settled in shares of Class A common stock. The grant of Annual Restricted Units approved in 2014 will be subject to Executive’s employment on the grant date and, for each grant of Annual Restricted Units approved thereafter, continued employment through the applicable grant date, and vesting of Annual Restricted Units will be subject to Executive’s continued employment on the applicable vesting date.
(c) All settlement of the Equity Awards in shares of Class A common stock of the Company shall grant be subject to Executive under the Xxxxxx Resources, Inc. 2010 Stock Incentive Plan (“2010 Plan”) 695,000 shares (the “First Tranche”) of Restricted Stock, as that term is defined under the 2010 Plan (the “Restricted Shares”). As of January 2, 2013, the Company shall grant to Executive under the 2010 Plan an additional 695,000 Restricted Shares (the “Second Tranche”)normal payroll taxes and withholding. The form Annual Restricted Units and other Initial RSUs shall be subject to the terms and conditions of the Restricted Shares will Company’s Amended and Restated 2011 Incentive Plan or any successor plan thereto and shall be further subject to the terms of the Plan an Unit Grant Notice, Restricted Unit Agreement, Restricted Stock Unit Grant Notice and a restricted share agreement. The Restricted Shares shall initially be unvested. Except as otherwise provided below, the Restricted Shares will vest, if at all, based on the average closing trading price (“ACTP”) of the Company’s Common Stock over any period of thirty (30) consecutive trading days (a “Thirty Day Period”) occurring during the period commencing on the Effective Date and ending on the last business day occurring before the fifth anniversary of the Effective Date (the “Performance Period”) as follows:
(i) 115,833 Restricted Shares from each of the First Tranche and the Second Tranche (each a “Tranche”) on the first day Unit Agreement that the ACTP for any Thirty Day Period equals or exceeds $4.00, and
(ii) an additional 96,528 Restricted Shares from each Tranche on the first day that the ACTP for any Thirty Day Period equals or exceeds any higher whole dollar increment from $5 to $10. The above vesting formula (the “Formula”) is illustrated in its entirety in Appendix C attached hereto. The Formula will be adjusted as necessary to reflect any change in capitalization of the Company affecting the Common Stock of the Company. The Executive shall have the right to elect to have the Company withhold from that number of vested Restricted Shares to pay any federal, state, or local taxes as required by law to be withheld with respect to the vesting or delivery of the Restricted Shares pursuant to the 2010 Plan. In the event of a Change of Control, any unvested Restricted Shares shall become vested based upon the price at which the Change of Control occurs, as if such price constituted the ACTP for a Thirty Day period; provided that for a price between whole dollar amounts, a marginal number of Restricted Shares vesting shall be determined based on a straight line interpolation between whole dollar amounts. Thus, for example, if a Change of Control occurs at a price of $6.40 per share then, for each Tranche, provided to Executive to evidence the total Annual Restricted Shares vested shall equal the 308,889 vested Restricted Shares determined based on achievement of a $6.00 price, plus 38,611 Restricted Shares vested on an interpolated basis for the price performance above $6.00, for a total of 347,500 vested Restricted Shares in each Tranche. Any Restricted Shares that do not vest on such event shall continue to be held subject to vesting based upon the Formula, provided that if the Company’s Common Stock is no longer publicly traded, vesting shall be determined annually within ninety (90) days following the end of each fiscal year of the Company based on the fair market value of the Company’s Common Stock determined by a nationally recognized independent accounting firm using valuation factors that are consistent with Section 409A of the Code Units and Treas. Reg. §1.409A-1(b)(iv)(B) (the “Company Valuation”). The Executive agrees not to transfer, sell or dispose of any Restricted Shares (except as necessary to effect net share withholding pursuant to the Plan) if:
(i) such sale, transfer or other disposition would take place prior to the second anniversary of the grant of the First Tranche, or
(ii) if immediately following such sale, transfer or other disposition the Executive would not be in compliance with the Company’s executive stockholding guidelines as currently in effect. Any Restricted Shares that do not vest during the Performance Period shall be forfeited. Except as otherwise provided for in this Agreement, any Restricted Shares that have not vested as of the date of the termination of the Executive’s employment will be forfeited. Executive also may be eligible to receive other equity based awards under the Company’s equity plans, with the amount, terms and conditions of such equity awards to be determined by the Board of Directors (or the Compensation Committee thereof)Initial RSUs.
Appears in 1 contract
