Equity Award Treatment. Notwithstanding anything set forth in an Award Agreement or the Plan to the contrary, all equity awards granted to Executive that are outstanding and unvested as of immediately prior to Executive’s termination of employment shall become immediately and fully vested as of the date of Executive’s termination of employment (with performance-based awards vesting based upon the target level of performance).
Equity Award Treatment. The treatment of any outstanding equity award held by Executive shall be determined in accordance with the terms of the applicable equity incentive plan and the applicable equity award agreement.
Equity Award Treatment. Notwithstanding the terms of the Equity Plan or applicable award agreements, one hundred percent (100%) of Executive’s then unvested awards relating to the Company’s common stock or equivalent equity awards as assumed, continued or substituted for by an Acquiror (as defined in Section 5), whether stock options, shares of restricted stock, restricted stock units, performance share units, or otherwise (collectively, the “Equity Awards”), outstanding as of the Termination Date will become vested in full and will otherwise remain subject to the terms and conditions of the applicable Equity Award agreement, including any delays in the settlement or payment of such awards that are set forth in the applicable Equity Award agreement and that are required under Section 409A of the Code. For the purposes of the preceding sentence, Equity Awards the vesting or earning of which is subject to the achievement of one or more performance goals shall be deemed earned and vested based upon the greater of (i) the portion of the Equity Award that would be earned and vested if all of the performance goals were achieved at the target level or (ii) the extent of the actual achievement of the performance goals as of Executive’s Termination Date, if reasonably determinable. In addition, the post-termination exercise period for any outstanding stock option and/or stock appreciation right shall be extended so as to terminate on the first to occur of (i) the date twelve (12) months after Executive’s Termination Date, or (ii) the stock option and/or stock appreciation rights’ original term expiration (e.g., the award’s original ten (10) year expiration date). The foregoing provisions are hereby deemed to be a part of each agreement evidencing an Equity Award to which Executive is a party and to supersede any contrary provision in any such agreement unless such agreement specifically refers to and disclaims this Section 3.1(d) of this Agreement.
Equity Award Treatment. For any equity based award granted to Employee on or after February 14, 2024, upon a Voluntary Resignation, a Termination for Cause, if Employee delivers a Non-Renewal Notice, a termination due to Employee’s death, a Termination without Cause, a Disability Termination, a Good Reason Termination or if the Company delivers a Non-Renewal Notice, the treatment of such award upon Employee’s termination under any of the aforementioned circumstances shall be subject to the terms and conditions of the Plan or applicable successor plan and any applicable grant documents upon which Employee’s receipt of the equity based award was predicated.
Equity Award Treatment. All outstanding Holdings equity awards that are held by the Executive on the Date of Termination, including the Initial Awards (together, the “Equity Awards”), shall be treated in accordance with the terms and conditions set forth in the applicable award agreement.
Equity Award Treatment. All outstanding Holdings equity awards that vest solely on the passage of time that are held by the Executive on the Date of Termination (the “Time-Vesting Awards”) shall vest and, to the extent applicable, become exercisable, on an accelerated basis as of the Date of Termination with respect to the number of shares underlying such award that would have vested (and become exercisable, if applicable) had the Executive remained in continuous service beyond the Date of Termination for twelve additional months (and, with respect to the RSU Award, assuming such award vests in equal monthly installments (rather than quarterly installments) over the vesting period); provided, however, that if the Date of Termination occurs prior to the one-year anniversary of the effective date of the Consulting Agreement, then each of the RSU Award and Stock Option shall vest (and, to the extent applicable, become exercisable) with respect to 25% of the shares underlying each such award. Notwithstanding the foregoing, in the event that the Qualifying Termination occurs on or within 12 months following a Change in Control, then all Time- Vesting Awards shall become fully vested and, to the extent applicable, exercisable. In addition, the Stock Option shall remain exercisable: (A) to the extent the Company is a private company at the time of such termination, the maximum term of the Stock Option or (B) to the extent the Company is a public company at the time of such termination, one year following the termination date (but not beyond the maximum term of the Stock Option).
Equity Award Treatment. Subject to the terms of this Agreement and the applicable plan and award agreement, Executive’s execution of the release of claims in the form attached as Exhibit A to this Agreement (the “Release”) within twenty-one (21) calendar days following the Termination Date, and the non-revocation of the Release during the seven (7)-day period following execution of the Release, Executive shall be entitled to the treatment of his outstanding Company stock options that are vested as of immediately prior to the date hereof as set forth in clauses (a) and (b) below (collectively, the “Stock Option Benefits”), and all other outstanding equity awards, including the unvested stock options and restricted stock units granted to Executive and the performance stock units granted to Executive in 2021, 2022 and 2023 shall be forfeited in full immediately on the Termination Date for no consideration. Executive may exercise any vested Company stock options exercisable as a result of the Stock Option Benefits using the exercise methodologies available under the applicable award agreement and the Company’s standard practices as in effect from time to time.
Equity Award Treatment. The undersigned currently holds 54,645 unvested time-based restricted stock units of CHC Group Ltd. (“RSUs”). The Company agrees to cause such steps as are necessary to be taken such that, as of the Separation Date, all unvested RSUs will vest. The undersigned acknowledges that net settlement will not be available to him as a means of satisfying his withholding taxes in respect of the RSUs, and that, to the extent permitted by applicable law, the Company may withhold the amount of such taxes from the other payments to be made under this Agreement.
Equity Award Treatment. All outstanding Holdings equity awards that vest solely on the passage of time that are held by the Executive on the Date of Termination (the “Time-Vesting Awards”) shall vest and, to the extent applicable, become exercisable, on an accelerated basis as of the Date of Termination with respect to the number of shares underlying such award that would have vested (and become exercisable, if applicable) had the Executive remained in continuous service beyond the Date of Termination for twelve additional months (and, with respect to the RSU Award, assuming such award vests in equal monthly installments (rather than quarterly installments) over the vesting period); provided, however, that if the Date of Termination occurs prior to the one-year anniversary of the effective date of the Consulting Agreement, then the RSU Award shall vest with respect to 25% of the shares underlying such award. Notwithstanding the foregoing, in the event that the Qualifying Termination occurs on or within 12 months following a Change in Control, then all Time-Vesting Awards shall become fully vested and, to the extent applicable, exercisable.
Equity Award Treatment. (i) In lieu of receiving an equity award for calendar year 2021, the Company will pay Executive an amount equal to $330,000 in a lump sum payment within ten business days after the Release Effective Date.
