Continued Equity Vesting. The Executive shall continue to vest in all equity (including restricted stock and stock option) grants that were previously awarded to him, pursuant to the terms, conditions, and vesting requirements set forth in the applicable equity award documents governing the grants, but subject to the equity acceleration permitted by Section 9 below.
Continued Equity Vesting. For purposes of the vesting of any unvested equity awards granted to Executive under any of the Company’s Equity Incentive Plans prior to the Transition Date that remain outstanding after application of the Severance Plan, as set forth in Section 3.1 above, the Company agrees that, provided this Transition Agreement becomes effective as specified in Section 5 hereof, in accordance with the terms of the Company’s Equity Incentive Plans, the Executive’s Continuous Service (as such term is defined in the Company’s Equity Incentive Plans, as applicable) shall not be interrupted for so long as the Executive remains a consultant pursuant to this Transition Agreement. Accordingly, Executive’s equity awards shall continue to vest during Executive’s service as a consultant and to be governed by the Equity Incentive Plans, as applicable, and subject to the terms of the applicable award agreements during the Consulting Period such that Executive’s equity awards that would have vested from September 23, 2025 to September 23, 2026 shall instead vest during the Consulting Period. For clarity, the vesting described in this Section 3.2 shall be in addition to the accelerated vesting provided under the Severance Plan, as set forth in Section 3.1 above. Executive agrees that such continued vesting in accordance with Company’s Equity Incentive Plan constitutes sufficient consideration for providing the consulting services pursuant to this Transition Agreement.
Continued Equity Vesting. Notwithstanding anything to the contrary in the Ramaco Resources, Inc. Long-Term Incentive Plan (the “Equity Incentive Plan”) or any award agreements thereunder, all restricted stock and restricted stock units granted to Employee pursuant to the Equity Incentive Plan that are outstanding and unvested as of the Separation Date (the “Unvested Equity”), shall continue to vest pursuant to terms applicable to the Unvested Equity as if Employee had remained in the continuous employment of the Company through June 30, 2024. Any Unvested Equity that does not become vested by June 30, 2024 shall be forfeited at such time for no consideration. For the avoidance of any doubt, the Parties represent, warrant and agree that (i) the following restricted stock units, which are the first tranche of such units to vest pursuant to a February 20, 2023 award to Employee issued pursuant to the Equity Incentive Plan, will vest on January 31, 2024, and that the balance of that February 20, 2023 award shall be forfeited at that time: 4,805 shares of Class A Common Stock, $0.01 par value, and 961 shares of Class B Common Stock, $0.01 par value; and (ii) the following restricted stock awards, which were the subject of the February 16, 2021 award to Employee pursuant to the Equity Incentive Plan, will fully vest on June 30, 2024, and that the balance of that February 16, 2021 award shall be forfeited at that time: 86,262 shares of Class A Common Stock, $0.01 par value, and 17,252 shares of Class B Common Stock, $0.01 par value. Employee acknowledges that (i) vesting of the Unvested Equity is conditioned upon Employee not revoking this Agreement and further upon his fulfillment of all terms, conditions, and obligations set forth in this Agreement, (ii) any material breach of this Agreement by Employee will result in forfeiture of any Unvested Equity that has not vested as of the time of the breach. Except as provided in this Section 2(d), Employee shall have no other rights with respect equity awards granted to Employee under the Equity Incentive Plan or otherwise.
Continued Equity Vesting. Mr. Wagnxx’x Xxxxxxxted Stock equity grants of 6,040 and 5,929, from 2013 and 2014, respectively, would normally be forfeited upon his termination of employment. As further consideration for this agreement, LP, pursuant to the Compensation Committee authority, amends the Restricted Stock Form of Awards for 2013 and 2014 to remove any requirement of continued employment at the Company. The amendment is effective on the Separation Date. Mr. Wagnxx, xx xxxcuting this agreement, acknowledges that the removal of the continued employment requirement will cause a taxable event to him, and he agrees to pay the Company the statutory tax withholding amount on or about the Severance Date, if the statutory tax withholding is not withheld by the Company.
Continued Equity Vesting. During the Transition Period, outstanding Company restricted stock units (“RSUs”) Executive holds, if any, will continue to vest in accordance with the vesting schedule set forth in the applicable award agreement and the Company’s 2012 Equity Incentive Plan (the “2012 Plan”) or 2022 Equity Incentive Plan (the “2022 Plan”), as applicable, subject to Executive’s continued employment or other qualifying service on each applicable vesting date. This Agreement shall not be construed to amend, modify or supersede any of the provisions of the 2012 Plan or 2022 Plan, as applicable, or any Company RSU award agreement that may be applicable to Executive, except as provided in the following Section 1(d).
Continued Equity Vesting. You agree that following the Termination Date for a period of 6 months (being equivalent to the duration of your notice period) plus a period of 18 months thereafter (such total period of time, the “Strategic Adviser Period”) you will provide services to the Company and/or the Parent as a strategic adviser, such appointment being on substantially the terms of the letter set out at Schedule 2 to this Agreement (the “Adviser Agreement”). Accordingly, subject to clause 23.2, each Award outstanding as at the Termination Date shall continue to vest (and, if such Award is in the form of an option, become exercisable in accordance with its terms) until the earlier of: (i) such time as it is vested in full in accordance with its terms; (ii) the end of the Strategic Adviser Period; (iii) the date on which you commence alternative employment or engagement with an entity outside of the Group (except for your engagement in (X) voluntary work with not-for-profit charitable organisations; or (Y) such non-executive director and/or advisory and/or minor and non-managerial position(s), in each case with entities that do not compete with the Group and as have been approved in writing in advance by the Company, with such consent not to be unreasonably withheld); and (iv) the date upon which you terminate, or materially breach the terms of, the Adviser Agreement (the “Continued Equity Vesting”).
Continued Equity Vesting. Executive currently holds the following outstanding equity awards: (a) restricted stock units granted on July 25, 2022, June 9, 2022, April 10, 2022, June 10, 2021 and October 10, 2020 (collectively, the “RSUs”) governed by award agreements (the “RSU Award Agreements”) and (b) performance restricted stock units granted on June 10, 2021 and June 10, 2022 (collectively, the “PSUs”) governed by award agreements (the “PSU Award Agreements”). Executive’s service during the Transition Period will constitute “Continuous Service” for purposes of Executive’s Retention RSUs, Cash Retention Award, RSUs and PSUs. Executive will continue to vest in the RSUs and PSUs during the Transition Period according to the existing vesting schedules applicable to such awards as of the date of this Agreement.
Continued Equity Vesting. During your employment with the Company, you were granted options to purchase shares of Common Stock (the “Options”) pursuant to applicable stock option agreement(s), grant notice(s), the Company’s applicable Equity Incentive Plan(s) and other grant documents (collectively, the “Equity Documents”). During the Consulting Period, vesting of the Options will continue as set forth in the Equity Documents, subject to your compliance with this Agreement and your continued service on each applicable vesting date. Upon termination of the Consulting Period, vesting of the Options will cease. Your right to exercise any vested shares subject to the Options and all other rights and obligations with respect to such Options will be as set forth in the Equity Documents. You understand that, to the extent the Options are intended to, and do, qualify as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended, such Options will cease to so qualify to the extent not exercised before the date that is three months after the Separation Date.
Continued Equity Vesting. Xx. Xxxxx’x Restricted Stock equity grants of 7,042 and 26,684, from 2015 and 2016, respectively, would normally be forfeited upon his termination of employment. As further consideration for this agreement, LP, pursuant to the Compensation Committee authority, amends the Restricted Stock Form of Awards for 2015 and 2016 to remove any requirement of continued employment at the Company. The amendment is effective on the Separation Date. Xx. Xxxxx, by executing this agreement, acknowledges that the removal of the continued employment requirement will cause a taxable event to him, and he agrees to pay the Company the statutory tax withholding amount on or about the Severance Date, if the statutory tax withholding is not withheld by the Company.
Continued Equity Vesting
