Equity and Equity-Based Awards i. Any unvested outstanding awards of Restricted Stock Units or Performance Share Units under the Equity Plan shall be eligible for treatment in accordance with the terms of the Equity Plan and any underlying award and/or grant agreement(s).
Equity and Equity-Based Awards. Upon execution of this Agreement, you will not be entitled to and you will not receive any further amounts on account of the Xxxxx Energy, Inc. 2013 Omnibus Incentive Plan, as amended and restated May 4, 2016 (the “LTIP”) or the Xxxxx Energy, Inc. 2018 Short Term Incentive Plan. Any outstanding time-vested restricted stock units previously granted to you under the LTIP that are then unvested will be forfeited as of the Separation Date.
Equity and Equity-Based Awards. As of the Effective Date, Section 8(b)(iii)(D) of the Agreement shall be deleted in its entirety and replaced with the following:
Equity and Equity-Based Awards. All outstanding restricted stock awards, stock options, and restricted stock units, including all restricted stock units subject to your Performance Award and all Converted Awards, as applicable, will immediately vest in full. Unexercised stock options will remain exercisable for earlier of (i) three years following your Termination Date or (ii) remaining option term. The settlement of the restricted stock units subject to your Performance Award (other than Converted Awards) that are subject to accelerated vesting pursuant to this provision will occur on the later of (i) the final day of the Performance Period (or if earlier, the closing of a Change in Control) or (ii) the effective date of the Release, in all cases subject to compliance with Section 409A of the Code. The settlement of all Converted Awards will occur on the effective date of the Release, subject to compliance with Section 409A of the Code.
Equity and Equity-Based Awards. With respect to each award related to the equity interests of Seller or any of its Affiliates held by a Transferred Employee as of immediately prior to the Closing (each such award, a “Seller Equity Award”), Seller and its Affiliates shall take all action necessary to accelerate on a prorated basis (corresponding to the portion of the vesting period elapsed prior to the Closing, based on the number of completed months) the vesting and settlement of each such Seller Equity Award effective as of immediately prior to, as of or as soon as reasonably practicable following the Closing (except that settlement may be delayed to the extent required by Section 409A of the Code). For clarity, Seller and its Affiliates shall retain all Liabilities related to each Seller Equity Award. Buyer shall provide to each Transferred Employee who held one or more Seller Equity Awards that was cancelled in whole or in part as of the Closing Date with one or more equity awards under Buyer’s equity plans (a “Replacement Equity Award”), with each such Replacement Equity Award to have a grant date value equal to the value of the cancelled portion of the Seller Equity Award(s) (measured for this purpose based on the closing price of Novartis AG ordinary shares on the New York Stock Exchange on the date as of which the applicable Seller Equity Award(s) were cancelled (or, if such day is not a trading day, on the most recent preceding trading day)) and to be subject to Buyer’s standard vesting schedule. For the avoidance of doubt, Xxxxx’s obligations in this Section 6.3.4 are in addition to the obligations in Section 6.2.1.
Equity and Equity-Based Awards
