Equity Based Incentive Compensation. The Executive shall be granted stock options under the Company's stock incentive plans from time to time, which stock options shall be "incentive stock options" (within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code")), to the maximum extent permissible under Section 422(d) of the Code. The amounts of such grants shall be determined by the Compensation Committee in its sole and absolute discretion; provided, however, that each such stock option shall provide for an exercise price equal to the fair market value at the time of the grant of the underlying shares subject thereto, and the terms of any stock option shall be at least equivalent to the terms of any options granted to the next highest ranking executive of the Company, at the time of any grant to the Executive. Executive's eligibility for participation, and the terms and conditions of any stock options hereunder shall be set forth in separate official stock option plan documents, the terms and conditions of which shall exclusively govern the award, vesting, exercise and all other aspects of the stock options described in this Paragraph. As provided in Paragraph 7(e)(i)(C) or upon the occurrence of a "Change of Control" (as defined below), all then outstanding stock options and all other equity-based or equity-related compensation rights or entitlements theretofore granted or awarded to the Executive by the Company, including but not limited to those stock options granted to the Executive under this Paragraph 5(c), shall automatically and immediately become fully vested and exercisable and relieved of any and all otherwise applicable transfer restrictions, lock-up or performance requirements and other 2 restrictions and/or contingencies of any kind. For purposes hereof, a "Change of Control" shall be deemed to have occurred as of the earliest of any of the following to occur during the Term:
(i) The closing of a transaction by the Company or any person (other than the Company, any subsidiary of the Company or any employee benefit plan of the Company or of any subsidiary of the Company) (a "Person"), together with all "affiliates and "associates" (within the meanings of such terms under Rule 12b-2 of the Securities Exchange Act of 1934, as amended) (the "Exchange Act") of such Person, shall be the beneficial owner of thirty percent (30%) or more of the Company's then outstanding voting stock ("Beneficial Ownership");
(ii) A change in the constituency of the B...
Equity Based Incentive Compensation. The Executive shall be entitled to participate in any program established by the Company for its management or key personnel. It is understood and agreed that the Company may amend, suspend, and terminate all such programs from time to time in its discretion. The Company acknowledges that it or the Parent intends to implement an equity-based incentive plan upon completion of the Initial Public Offering, and that Executive will be eligible to participate in and, as determined by the Board, receive equity-based incentives under such plan.
Equity Based Incentive Compensation. (a) On the Effective Date, and pursuant to the terms of The GSS Long Term Incentive Plan, if any (the “LTIP”), GSS shall xxxxx Xxxxxx a 10-year option with respect to 20,000,000 shares of GSS common stock. One-fifth (1/5) of these options shall vest each year for five years, on the first five anniversaries of the Effective Date (e.g., the first 4,000,000 options will vest on July 1, 2010, and the last 4,000,000 options will vest on July 1, 2014). In accordance with the terms of the LTIP, the per share exercise price for these options will be equal to the fair market value of a share of GSS common stock on the Effective Date, as determined in good faith by the Board of Directors.
(b) If there is a generally applicable award of options or restricted shares to senior executives of GSS other than the annual award of options under the LTIP, Tiller shall participate in such award(s) on terms consistent with GSS' then-current practices and with awards made to other senior executives.
(c) In the event of a Change in Control of GSS, as that term (or any similar term) is defined in the LTIP, all of Tiller's awards of stock options, restricted shares or similar equity-based interests which have not already vested, shall immediately vest in full.
Equity Based Incentive Compensation. The Executive shall be eligible to receive periodic grants of equity-based incentive compensation from the Company, in such amounts and on such terms as may be established by the Company at its sole discretion, subject to the terms and conditions of the applicable plan (as may be amended by the Company from time to time) and the terms and conditions of the applicable award agreements.
Equity Based Incentive Compensation. (a) On the Effective Date, and pursuant to the terms of The GSS Long Term Incentive Plan, if any (the “LTIP”), GSS shall grant Ireland a 10-year option with respect to 9,800,000 shares of GSS common stock. One-fifth (1/5) of these options shall vest each year for five years, on the first five anniversaries of the Effective Date (e.g., the first 1,960,000 options will vest on July 1, 2010, and the last 1,960,000 options will vest on July 1, 2014). In accordance with the terms of the LTIP, the per share exercise price for these options will be equal to the fair market value of a share of GSS common stock on the Effective Date, as determined in good faith by the Board of Directors.
(b) If there is a generally applicable award of options or restricted shares to senior executives of GSS other than the annual award of options under the LTIP, Ireland shall participate in such award(s) on terms consistent with GSS' then-current practices and with awards made to other senior executives.
(c) In the event of a Change in Control of GSS, as that term (or any similar term) is defined in the LTIP, all of Ireland's awards of stock options, restricted shares or similar equity-based interests which have not already vested, shall immediately vest in full.
Equity Based Incentive Compensation. Executive shall be eligible to receive future equity awards pursuant to the Amended and Restated Electronic Data Systems Corporation Incentive Plan (and all successor and/or similar plans) consistent with his performance, competitive pay practices generally and with other equity award programs generally made available to other senior executives of EDS.
Equity Based Incentive Compensation. In the event UGS develops and adopts an equity award program, Executive shall be eligible to participate in such program on the same basis as other UGS executives.
Equity Based Incentive Compensation. (i) The Executive hereby acknowledges and agrees that he will not be eligible for participation in any equity-based compensation or incentive plans of Parent until after the third anniversary of the Effective Time, and except as provided in this Section 3(c)(i), the Executive is not entitled to be granted any equity-based awards during the three (3) year period commencing upon the Effective Time and ending upon the third anniversary thereof. In lieu of participation in Parent's equity-based compensation plans until the third anniversary of the Effective Time, Parent shall grant to the Executive, as of the Effective Time, a nonqualified option (the "Special Option") under Parent's 1997 Stock Option Plan (the "Parent Option Plan") to purchase an aggregate of 150,000 shares of the common stock (the "Common Stock") of Parent on the terms and conditions set forth in the Option Agreement attached hereto as Exhibit A at an exercise price equal to the Fair Market Value (as defined in the Parent Option Plan) of the Common Stock as of the Effective Time.
(ii) Beginning on the third anniversary of the Effective Time, for the remainder of the Employment Period, the Executive will be eligible to participate in Parent's equity-based compensation plans on terms, if any, to be determined by the Committee.
Equity Based Incentive Compensation. (a) The Company currently has in place an incentive stock option plan pursuant to the provisions of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") (hereinafter, the "Option Plan"). The Company agrees that Younger, as the Chief Financial Officer of the Company, shall participate in the Option Plan, at the time or times and consistent with the terms and vesting rules generally applicable to other senior executives of the Company under the Option Plan.
(b) If there is a generally applicable award of options or restricted shares to senior executives of the Company other than an award of options under the Option Plan, Younger shall participate in such award(s) on terms consistent with the Company's then-current practices with respect to awards made to other senior executives. The Compensation Committee of the Board, in its sole discretion, shall determine whether and to what extent stock options shall be granted to Younger under the Option Plan.
(c) In accordance with the terms of the Stock Appreciation Rights Agreement dated as of October 13, 1999 between the Company and Younger (the "SAR Agreement"), the Company granted to Younger 200,000 Share Units (as defined in the SAR Agreement). All other terms and conditions applicable to the grant of the Share Units are set forth in the SAR Agreement.
(d) In the event of an "Equity Change in Control" of the Company, as that term is defined in Exhibit C hereto, then all of Younger's awards of stock options, restricted shares or similar equity-based interests which have not already vested shall immediately vest in full.
Equity Based Incentive Compensation. The Executive will be eligible to receive grants of equity-based incentives under the Company's 2020 Long Term Incentive Plan or other equity-based incentive arrangements, each as amended from time to time and in accordance with and subject to the terms thereof, provided, however, that Executive shall not be entitled to any equity-based incentives for the 2022 calendar year. The amount and type of the equity-based incentives for any year will be determined by the Board and may change from year to year.
