Company Incentive Awards Sample Clauses

Company Incentive Awards. (a) The Company shall take all action necessary so that, at the Effective Time, each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time (whether vested or unvested and whether subject to service-based or performance-based vesting conditions), by virtue of the Merger and without any action on the part of the Company, Acquiror, Parent, Merger Sub, the holders of such Company Option or any other person, (i) shall be deemed to be fully vested (including with respect to any performance-based vesting requirements), (ii) shall be converted into the right of the holder to receive from Acquiror or its applicable Affiliate an amount, in cash, without interest, equal to the product of (A) the total number of shares of Company Common Stock subject to such Company Option after giving effect to clause (i) of this Section 3.3(a) and (B) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock of such Company Option (the “Option Cash Payment”) and (iii) from and after the Effective Time, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each applicable holder of such Company Options shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment in accordance with this Section 3.3(a). For the avoidance of doubt, in the event that the per share exercise price of any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be canceled as of the Effective Time without payment therefor and shall have no further force or effect and the applicable holder shall cease to have any rights with respect thereto, and the Company shall take all such action necessary to effect such treatment. (b) Except as otherwise provided in Section 3.3(b) of the Company Disclosure Schedule, the Company shall take all action necessary so that, at the Effective Time, each Company Restricted Stock Unit that is outstanding as of immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Parent, Merger Sub, the holders of such Company Restricted Stock Unit or any other person, (i) shall be deemed to be fully vested as to the number of shares of Company Common Stock issuable pursuant to such Company Restricted Stock Unit, (ii) shall be converted into the right of the holder thereof to receive from Acquiror or its applicabl...
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Company Incentive Awards. (a) The Parties acknowledge and agree that the outstanding Company Incentive Awards shall be treated in accordance with the provisions of the Plan of Arrangement. In furtherance of the foregoing, the Company shall take such commercially reasonable actions as are necessary under the terms of the Company Equity Incentive Plans, as applicable, and the Plan of Arrangement to facilitate the surrender and termination of all Company Incentive Awards on the terms contemplated in the Plan of Arrangement. (b) The Parties acknowledge and agree that on the Effective Date, immediately prior to or concurrently with the closing of the Arrangement pursuant to Section 2.11(b), the Company shall pay in full the cash amounts (collectively, the "Company Employee Costs"), less any amounts withheld pursuant to Section 2.15, to be paid to (i) holders of Company Options (subject to the elections of such holders), Company Phantom Options, Company Phantom RSUs and Company DSUs pursuant to the Plan of Arrangement and (ii) Company Employees entitled to severance or change of control amounts as a consequence of the Arrangement, in each case, in accordance with the normal payroll practices and procedures of the Company. It is acknowledged and agreed that, as contemplated in the Plan of Arrangement, holders of the Company RSUs and Company PSUs outstanding at the Effective Time will be issued Company Shares in settlement of such Company RSUs and Company PSUs, as applicable. (c) The Parties agree that at least five business days prior to the anticipated Effective Date, the Company shall deliver a written notice to Hudbay setting out the following information: (i) the Company Employee Costs and the most recent estimate of the unpaid Company Transaction Costs, (ii) the Company's estimate of the amount of immediately available cash expected to be in Company accounts in Canada to satisfy the Company Employee Costs and unpaid Company Transaction Costs on the Effective Date, and (iii) having regard to the foregoing and continued compliance with the covenant of the Company in Section 5.1(b)(iv), the amount to be loaned by Hudbay to the Company pursuant to Section 2.12 to ensure that the Company has sufficient cash on hand to satisfy all Company Employee Costs and unpaid Company Transaction Costs on or prior to the Effective Date (such aggregate amount, the "Purchaser Loan").
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Company Incentive Awards 
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Related to Company Incentive Awards

  • Equity Incentive Awards The Executive shall be eligible to receive grants of equity-based long-term incentive awards, which may include options to purchase Company stock, performance or restricted stock units and Company restricted stock contributions to Company’s deferred compensation plan, or other equity-based awards. Such awards shall be determined in the discretion of the Board and the Executive shall be eligible for consideration for such awards in the same manner as other senior executive officers of the Company. In the event of a Change of Control in which the surviving or acquiring corporation does not assume the Executive’s outstanding equity-related awards (including options and equity-based awards granted both before and after the Effective Date) or substitute similar equity-related awards of substantially equivalent value, such equity-related awards shall immediately vest and become exercisable if the Executive’s service with the Company has not terminated before the effective date of the Change of Control; provided, however, that the foregoing provision shall only apply if the Company is not the surviving corporation or if shares of the Company’s common stock are converted into or exchanged for other securities or cash.

  • Annual Incentive Awards The Executive shall participate in the Company's annual incentive compensation plan with a target annual incentive award opportunity of no less than 40% of Base Salary and a maximum annual incentive award opportunity of 80% of Base Salary. Payment of annual incentive awards shall be made at the same time that other senior-level executives receive their incentive awards.

  • Incentive Awards a) The Executive shall participate in the Company's annual incentive plan for senior-level executives as in effect from time to time, subject to the performance standards set by the Compensation Committee. Payment of any annual incentive award shall be made at the same time that such awards are paid to other senior-level executives of the Company. The Executive's annual incentive award target shall be set by the Compensation Committee. b) The Executive shall be eligible to receive grants under the Company's long-term incentive plans as in effect from time to time; provided, however, that the size, type and other terms and conditions of any such grant to the Executive shall be determined by the Compensation Committee.

  • Long-Term Incentive Awards The Executive shall participate in any long-term incentive awards offered to senior executives of the Company, as determined by the Compensation Committee.

  • Incentive Award The three (3) year rolling average of earnings growth and Return On Equity (the "XXX") and determined as of December 31 of each plan year shall determine the Director's Incentive Award Percentage, in accordance with the attached Schedule A. The chart on Schedule A is specifically subject to change annually at the sole discretion of the Company's Board of Directors. The Incentive Award is calculated annually by taking the Director's Annual Fees for the Plan Year in which the XXX and Earnings Growth was calculated times the Incentive Award Percentage.

  • Performance Share Awards On the Performance Share Vesting Date next following the Executive's date of death, the number of Performance Shares that shall become Vested Performance Shares shall be determined by multiplying (a) that number of shares of Company Common Stock subject to the Performance Share Agreement that would have become Vested Performance Shares had no such termination occurred; provided, however, in no case shall the number of Performance Shares that become Vested Performance Shares exceed 100% of the Target Number of Performance Shares set forth in the Performance Share Agreement, by (b) the ratio of the number of full months of the Executive's employment with the Company during the Performance Period (as defined in the Performance Share Agreement) to the number of full months contained in the Performance Period. Vested Common Shares shall be issued in settlement of such Vested Performance Shares on the Settlement Date next following the Executive’s date of death.

  • Performance Awards With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals have been attained will be determined by the Board.

  • Long-Term Incentive Award During the Term, Executive shall be eligible to participate in the Company’s long-term incentive plan, on terms and conditions as determined by the Committee in its sole discretion taking into account Company and individual performance objectives.

  • Performance Shares Each Performance Share is a bookkeeping entry that records the equivalent of one Share. Upon the vesting of the Performance Shares as provided in Section 2, the vested Performance Shares will be settled as provided in Section 3.

  • Equity Awards You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

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