Compensation; Stock Options Sample Clauses

Compensation; Stock Options. (a) (i) Executive shall be paid a minimum of (A) $75,000 per year during the first twelve (12) months of the Term; (B) $126,000 per year during the second twelve (12) months of the Term; and (C) not less than $126,000 per year during the third twelve (12) months of the Term. Executive shall be paid periodically in accordance with the policies and procedures of the Employer during the Term, but not less than monthly. In this regard, if Employer does not have sufficient cash flow to pay Executive his compensation that is due and payable hereunder in accordance with this Agreement’s terms, Employer shall so notify Executive of this circumstance and shall be entitled to suspend periodic payments of Executive’s compensation. Executive’s compensation will nevertheless continue to accrue and will be shown on Employer’s books and financial statements as a debt of Employer. When Employer has sufficient cash flow, it shall promptly pay Executive his accrued but unpaid compensation and recommence periodic payments of compensation under this Agreement. (ii) Executive is eligible for an annual increase (but not decrease) in his base compensation, which will be determined by the Board and paid in accordance with policies and procedures set from time-to-time by the Board. Such annual increase, if any, shall be seventy percent (70% of any increase given the Chief Executive Officer and President. (iii) The Board shall from time-to-time consider other incentive programs, without duplication, for Executive, which are customary for executive officers similarly situated in Employer’s industry. (b) Employer shall include Executive in its health insurance program available to Employer's executive officers and shall pay 100% of the premiums for such program. (c) Executive shall have the right to participate in any other employee benefit plans established by Employer. (d) Executive shall receive such other benefits such as life insurance and disability insurance, which are customary for executive officers similarly situated in Employer’s industry, as deemed appropriate by the Board. (e) Executive shall be issued an option to purchase up to 330,000 shares of Employer’s common stock. The aggregate purchase price for the common stock is $165,000. The exercise price shall be $.50 per share, which the parties agree is the fair market value of the common stock on the Effective Date hereof. This option shall expire December 31, 2010 and shall vest immediately upon issuance. The option an...
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Compensation; Stock Options. In consideration for the performance of the Consulting Services, the Company shall grant to the Consultant non-qualified options pursuant to the option agreement attached hereto as Exhibit A. In addition, the Company shall pay to the Consultant the additional compensation as is specified on Schedule II hereto.
Compensation; Stock Options. Your base salary during the Employment Period shall be no less than $600,000 per year, payable in accordance with the Company's payroll practices as in effect from time to time. Your base salary will be reviewed annually by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") to determine whether an increase is warranted or appropriate. In addition, you shall be entitled to participate in the employment benefits provided by the Company under the TIG Executive Benefit Plan, including five (5) weeks of paid vacation. You also will be entitled to be considered for awards under the Company's then existing incentive bonus program which, in your case, will take into account individual and Company-wide performance, or such other performance criteria as the Compensation Committee may from time to time apply. It is understood and agreed that your initial target total annual compensation (i.e., base salary plus annual cash bonus plus the value of restricted stock grants valued as of the date of grant) will be $1.25 million. Your target total annual compensation will be reviewed annually by the Compensation Committee to determine whether an increase is warranted or appropriate. In addition, simultaneous with the execution and delivery of this letter agreement, you are being granted options to purchase 200,000 shares of common stock of the Company under the Company's 1996 Long-Term Incentive Plan, as amended from time to time (the "Plan"). The options will have an exercise price equal to the fair market value of the common stock of the company on the date of grant as determined in accordance with the Plan and will vest in four equal annual installments commencing on the first anniversary of the date of grant. The grant of such options will be evidenced by the Company's standard form Executive Non-Qualified Stock Option Agreement.
Compensation; Stock Options. In consideration for the performance of the Consulting Services, the Company shall cause ML Direct to grant to the Consultant non-qualified options pursuant to the option agreement attached hereto as Exhibit A. In addition, the Company shall pay to the Consultant the additional compensation as is specified on Schedule II hereto.
Compensation; Stock Options. In addition to the compensation Adereth is entitled from MagnaLab, the Company will gxxxx Xxxxxxx the option to purchase 1 M (one million) ordinary shares of MagnaLab which the Company currently holds. 3.1 The exercise price under each option is USD 0.22 per share. Payment will be made by a personal check to the Company. 3.2 Adereth will be entitled to purchase and or exercise such options as follows.
Compensation; Stock Options. 4.1 For all services to be rendered by the Employee during the Term, the Employee shall be entitled to the compensation set forth in Paragraphs 4.2, 4.3 and 4.4 hereof. 4.2 The Employee shall be entitled to receive from the Company minimum compensation at the following rates per annum ("Base Salary"): Year Base Salary ---- ----------- 1 $180,000 2 198,000 3 217,800 In the event the Term of this Agreement is extended beyond the Initial Term, the Base Salary payable hereunder shall be increased by ten percent (10%) per annum. The Employee shall be entitled to such additional compensation as may be determined from time to time by the Board of Directors of the Company in its sole discretion. All amounts due hereunder shall be payable in accordance with the Company's standard payroll practices. 4.3 The Employee shall be entitled to an annual bonus amount ("Bonus") in the amount of $20,000. The Bonus for the initial Contract Year shall be payable in the event, and concurrently on the date, that the Company shall have received debt and/or equity financing in the aggregate amount of at least $1,000,000 since the date hereof. The Bonus for each subsequent Contract Year shall be payable on August 1 and shall not be subject to any condition. In the sole discretion of the Board, any Bonus payment may be made sooner than the times provided for above. (a) Concurrently with the execution hereof, pursuant to the Company's 2003 Equity Participation Plan (the "Equity Participation Plan") and a Stock Option Agreement of even date (the "Initial Option Agreement"), the Company is granting to the Employee the right and option to purchase up to 2,500,000 Common Shares of the Company at an exercise price of $.03 per share and otherwise upon the terms set forth in the Stock Option Agreement (the "Initial Option"). (b) In addition, in the event that the closing price of the Company's Common Shares equals or exceeds $.50 per share for any five (5) consecutive trading days during the Term, the Company shall grant to the Employee, on the day immediately following the end of the five (5) day period, pursuant to the Equity Participation Plan and a Stock Option Agreement, an option for the purchase of an additional 2,500,000 Common Shares substantially upon the terms of the Initial Option and in the form of the Initial Option Agreement, except that the exercise price shall be $.50 per share and the option shall be treated as an "incentive stock option" for tax purposes only to the maximu...
Compensation; Stock Options. 3.1 The Company shall pay to you for the services to be rendered hereunder a basic salary at an annual rate of $120,000, subject to increase in accordance with the policies of the Company, as determined by its Board of Directors from time to time, payable in installments in accordance with Company policy. (a) The Compensation Committee of the Board of Directors will review the base salary from time to time, no less frequently than annually, and may in its sole discretion adjust the base salary upward, but not downward, to reflect performance, appropriate industry guideline data and other factors. (b) If certain performance goals established from time to time by the Board of Directors of the company are met, you will be entitled to a performance bonus of 35% of base salary, following each anniversary of the date hereof. The amount of such bonus percentage may be increased, but not decreased by the Board of Directors of the Company. 3.2 You shall also be entitled to all rights and benefits for which you shall be eligible under deferred bonus, pension, group insurance, profit-sharing or other Company benefits which may be in force from time to time and provided for the Company's employees generally. 3.3 You will be reimbursed for reasonable expenses incurred on behalf of the Company upon presentation of appropriate receipts. 3.4 You will be granted stock options per the Company's Amended and Restated 1995 Omnibus Stock Plan to purchase 35,000 shares of Company Common Stock at the exercise price of $13.50 per share. These options will vest one-third each year beginning with the first anniversary of this agreement. If your employment terminates prior to the first anniversary of this agreement, any unvested stock options will be forfeited to the Company.
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Compensation; Stock Options 

Related to Compensation; Stock Options

  • Company Stock Options At the Effective Time, each Company Stock --------------------- Option shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be deemed an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, that number of shares of Surviving Corporation Common Stock that would have been received in respect of such Company Stock Option if it had been exercised immediately prior to the Effective Time (such Company Stock Options assumed by Evergreen, the "Assumed Chancellor Stock Options"); provided, however, that, for -------- ------- each optionholder, (i) the aggregate fair market value of Surviving Corporation Common Stock subject to Assumed Chancellor Stock Options immediately after the Effective Time shall not exceed the aggregate exercise price thereof by more than the excess of the aggregate fair market value of Company Common Stock subject to Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price of the Assumed Chancellor Stock Option to the fair market value of the Surviving Corporation Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option to the fair market value of the Company Common Stock immediately before the Effective Time; and provided, -------- further, that no fractional shares shall be issued on the exercise of such ------- Assumed Chancellor Stock Option and, in lieu thereof, the holder of such Assumed Chancellor Stock Option shall only be entitled to a cash payment in the amount of such fraction multiplied by the closing price per share of Surviving Corporation Common Stock on the Nasdaq National Market on the business day immediately prior to the date of such exercise.

  • Employee Stock Options Except as provided in this Agreement or pursuant to the provisions of any Plan or employee or director stock option agreement as in effect on the date hereof, from the date hereof Company will not accelerate the vesting or exercisability of or otherwise modify the terms and conditions applicable to the Employee Stock Options. At the Effective Time, each of the Employee Stock Options which is outstanding and unexercised at the Effective Time shall be converted automatically into an option to purchase Parent Shares in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the stock option plans of Company governing the Employee Stock Options (the "Company Stock Option Plans")): (1) The number of Parent Shares to be subject to the new option shall be equal to the product of the number of Shares subject to the original option and the Exchange Ratio, PROVIDED that any fractional Parent Shares resulting from such multiplication shall be rounded down to the nearest share and, except with respect to any options which are intended to qualify as "incentive stock options" (as defined in section 422 of the Code ("ISOs")), Parent shall pay an amount in cash to the holder of such Employee Stock Option equal to the fair market value immediately prior to the Effective Time of such fractional Parent Shares calculated based on the average closing price on the New York Stock Exchange for the last five trading days immediately preceding the day prior to the Effective Time; and (2) The exercise price per Parent Share under the new option shall be equal to the aggregate exercise price of the original option divided by the total number of full Parent Shares subject to the new option (as determined under (1) immediately above), PROVIDED that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein with respect to any ISOs shall be and is intended to be effected in a manner that is consistent with section 424(a) of the Code. The duration and other terms of the new option shall be the same as that of the original option, except that all references to Company shall be deemed to be references to Parent. Parent shall file with the SEC a registration statement on Form S-8 (or other appropriate form) or a post-effective amendment to the Registration Statement as promptly as practicable after the Effective Time for purposes of registering all Parent Shares issuable after the Effective Time upon exercise of the Employee Stock Options, and shall have such registration statement or post-effective amendment become effective and comply, to the extent applicable, with state securities or blue sky laws with respect thereto at the Effective Time.

  • Incentive Stock Options If the Shares are held for more than twelve (12) months after the date of the transfer of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will be treated as long term capital gain for federal and California income tax purposes. If Shares purchased under an ISO are disposed of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price.

  • Stock Options With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Nonqualified Stock Options If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain.

  • Stock Option Plans Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Stock Option Grants Pursuant to the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock Options”) to purchase the common stock of BD Investment Holdings Inc., par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common Stock on the date of grant. Each Stock Option granted shall vest in five equal tranches on each of the first five anniversaries of the date of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement to the contrary, following an IPO, no additional Stock Options shall be granted pursuant to the Stock Option Plan. iv. Upon termination of his employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him on the date of termination provided that he does so prior to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purpose.

  • Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Nonstatutory Stock Option If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.

  • Stock Option Award In the event of Employee’s involuntary Termination of Employment without Cause or Termination of Employment due to a resignation by Employee for Good Reason that, in either case, occurs on or before the second anniversary of a Change in Control, the Stock Option Award shall become exercisable immediately (whether or not previously exercisable) and shall remain exercisable for the three year period following such Termination of Employment. For this purpose, “Good Reason” has the same meaning determined by Employee’s written employment agreement in effect on the Grant Date. In the event there is no such agreement or definition, then Good Reason means the initial existence of one or more of the following conditions, arising without the consent of the Employee: (1) a material diminution in Employee’s base compensation; (2) a material diminution in Employee’s authority, duties, or responsibilities, so as to effectively cause Employee to no longer be performing the duties of his position; (3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Employee is required to report.

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