Equity and Incentive Compensation Clause Samples
The Equity and Incentive Compensation clause outlines the terms under which employees or executives may receive ownership interests or performance-based rewards as part of their overall compensation package. This clause typically details the types of equity awards available, such as stock options or restricted stock units, and specifies the conditions for vesting, exercise, and potential forfeiture. Its core function is to align the interests of key personnel with those of the company by providing incentives that reward long-term performance and retention.
Equity and Incentive Compensation. (i) Within five (5) business days after the date of the Original Agreement, the Company issued to Executive a total of 59,098 RSUs for shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), pursuant to the agreement attached hereto as Exhibit A, which are or were subject to the following vesting schedule: Number of RSUs Vested Target Price 15,000 $ 6.50 15,000 $ 8.00 15,000 $ 9.50 14,098 $ 11.00 In the event of any stock split, combination or similar event, the number of unvested RSUs, shares of Common Stock referred to above and the applicable target price set forth in this Agreement for such RSUs (the “Target Price”) shall be adjusted proportionately for all purposes under this Agreement so that the number of unvested RSUs and shares of Common Stock and Target Price would be of equivalent value.
(ii) The Company and the Executive hereby agree that the following RSUs granted by the Company to the Executive pursuant to Section 3(a) of the Original Agreement shall be canceled and rescinded and shall be null and void and have no further effect: (A) 902 RSUs with a Target Price of $11.00; (B) 15,000 RSUs with a Target Price of $12.50 and (C) 15,000 RSUs with a Target Price of $14.00.
(iii) If before January 1, 2018 (A) the Executive’s employment with the Company has not been terminated and (B) a Qualifying Event shall not have occurred, on January 1, 2018, the Company shall grant to the Executive 30,902 RSUs pursuant to the agreement attached hereto as Exhibit A, which shall vest in accordance with the schedule set forth below: Number of RSUs Vested Target Price 902 $ 11.00 15,000 $ 12.50 15,000 $ 14.00 In the event of any stock split, combination or similar event, the number of unvested RSUs and shares of Common Stock referred to above and the Target Price shall be adjusted proportionately for all purposes under this Agreement so that the number of unvested RSUs and shares of Common Stock and Target Price would be of equivalent value.
(iv) Subsequent to their grant, the RSUs set forth in paragraphs (i) and (iii) above shall vest on the first date before the fourth anniversary of the Effective Date, if any, that the average closing price of the Common Stock as reported on the Nasdaq Capital Market for any fifteen (15) consecutive trading days immediately prior to such date (“15-Day Average Price”) is greater than or equal to the corresponding Target Price set forth in the applicable table above, provided that Executive remains e...
Equity and Incentive Compensation. Sections 4.2(b) through 4.2(f) of the Original Agreement are hereby deleted and the following substituted therefor:
Equity and Incentive Compensation. On the date approved by the Compensation Committee of the Company’s Board of Directors (the “Board”), the Company shall issue to Employee a total of 10,000 restricted shares (the “Restricted Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), and options to purchase 10,000 shares of Common Stock (the “Options” and, together with the Restricted Shares, the “Equity Awards”). The Options shall have an exercise price equal to the previous day’s closing price of the Common Stock on the Nasdaq Capital Market from the grant date and shall vest on the first anniversary of the grant date, provided that Employee remains an employee in good standing on such date. The Restricted Shares shall vest upon the Company’s timely filing of its annual report on Form 10-K for the fiscal year ending January 31, 2014 (the “2014 Filing”) with the U.S. Securities and Exchange Commission (the “SEC”), provided that Employee remains an employee in good standing continuing to fulfill his duties as the Company’s chief financial officer at the time of filing. The Equity Awards shall be issued pursuant to the Company’s 2005 Incentive Award Plan and such other terms approved by the Board.
Equity and Incentive Compensation. On the date approved by the Compensation Committee of the Company’s Board of Directors (the “Board”), the Company shall issue to Employee a total of 15,000 restricted shares (the “Restricted Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), and an option to purchase 15,000 shares of Common Stock (the “Option” and, together with the Restricted Shares, the “Equity Awards”). The Option shall have an exercise price equal to the closing price of the Common Stock on the Nasdaq Capital Market on the grant date. The Restricted Shares and Option shall each vest upon the Company’s timely filing of its annual report on Form 10-K for the fiscal year ending January 31, 2015 (the “2015 Filing”) with the U.S. Securities and Exchange Commission (the “SEC”), provided that Employee remains an employee in good standing continuing to fulfill his duties as the Company’s chief financial officer at the time of filing. The Equity Awards shall be issued pursuant to the Company’s 2005 Incentive Award Plan and such other terms approved by the Board. The specific terms of the Restricted Stock and Option shall be controlled by the Restricted Stock Award Agreement and the Stock Option Grant Notice and Stock Option Agreement, respectively.
Equity and Incentive Compensation. On the date hereof, (i) Executive shall forfeit 150,000 shares of unvested restricted stock issued pursuant to the Employment Agreement between the Company and Executive dated August 26, 2010 and (ii) the Company shall issue to Executive a total of 250,000 restricted shares (the “Restricted Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”) pursuant to the agreement attached hereto as Exhibit A, which shall vest in accordance with the schedule set forth below. Such Restricted Shares shall vest as follows: 62,500 $3.75 62,500 $4.00 62,500 $4.25 62,500 $4.50 The Restricted Shares shown on each row of the table above shall vest on the first date before the fourth anniversary of the date hereof, if any, that the average closing price of the Common Stock as reported on the Nasdaq Capital Market for any fifteen (15) consecutive trading days immediately prior to such date (“15-Day Average Price”) is greater than or equal to the corresponding Target Price for such Restricted Shares set forth in the table above, provided that Executive remains employed by the Company as of the applicable vesting date. For the avoidance of doubt, no trading day included in such 15-Day Average Price may precede the date of this Agreement. Notwithstanding the foregoing, (A) if Executive’s employment pursuant to this Agreement is terminated without Cause (as defined below) prior to the fourth anniversary of the date hereof: (i) if 187,500 of the Restricted Shares have vested on or before the date of Executive’s termination, then the remaining 62,500 Restricted Shares shall vest; and (ii) if less than 187,500 of the Restricted Shares have vested on or before the Termination Date, then 125,000 of the Restricted Shares shall vest and any other unvested Restricted Shares shall be forfeited and have no further effect and (B) if a Qualifying Event (as defined below) is completed prior to the fourth anniversary of the date hereof, any remaining Restricted Shares granted under this Agreement shall vest, provided that Executive remains employed by the Company on the date such Qualifying Event is completed. Notwithstanding anything to the contrary in this Agreement, all Restricted Shares that have not vested on or before the fourth anniversary of the date hereof shall be forfeited and shall have no further effect. For the purposes of this Paragraph 3(b), the occurrence of any of the following with Board approval shall constitute a “Qualifying Event”: (x) the...
Equity and Incentive Compensation. On the date hereof, the Company shall issue to the Executive a total of 200,000 restricted shares (the “Restricted Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) pursuant to the agreement attached hereto as Exhibit A, which shall vest in accordance with the schedule set forth below. Such Restricted Shares shall vest as follows: The Restricted Shares shall vest on the first date before the third anniversary hereof, if any, that the average closing price of the Common Stock as reported on the Nasdaq Capital Market for any fifteen consecutive trading days immediately prior to the such date (“Average Price”) is greater than or equal to the Target Price for such Restricted Shares set forth in the table above, provided that Executive remains employed by the Company i as of the vesting date. Notwithstanding the foregoing, if the Executive’s employment pursuant to this Agreement is terminated without Cause: (i) if 150,000 of the Restricted Shares have vested on or before the date of such termination (the “Termination Date”), then the remaining 50,000 Restricted Shares shall vest; and (ii) if less than 150,000 of the Restricted Shares have vested on or before the Termination Date, then 100,000 Restricted Shares shall vest and any other unvested Restricted Shares shall expire and have no further effect. Notwithstanding anything to the contrary in this Agreement, all Restricted Shares that have not vested on or before the third anniversary hereof shall expire and shall have no further effect.
Equity and Incentive Compensation of the Original Agreement as amended by the First Amendment is hereby further amended by the addition of the following immediately following existing Section 4.2(f):
Equity and Incentive Compensation. During the Employment Term, the Executive shall be eligible to participate in all incentive and equity-based compensation plans made available by the Company, from time to time, for its senior executives on a basis determined by the Company in its discretion.
Equity and Incentive Compensation. Employees of Employers or any Employers Subsidiary who are employed by Eastern after the Closing Date will be entitled to participate in equity-based or other long-term incentive programs maintained by Eastern or any Eastern Affiliate to the same extent as similarly situated employees of Eastern or any Eastern Affiliate.
Equity and Incentive Compensation