Equity Benefits. Executive shall have automatic and immediate vesting of any and all equity benefits including, without limitation, the Initial RSUs, and RSUs under the STIP and the LTIP all (within seven (7) calendar days of the effective date of this Release, as described in Section 5(e) of the Employment Agreement).
Equity Benefits. In the event Executive is not fully vested in any retirement benefits with the Company from pension, profit sharing, or any other qualified or non-qualified retirement plan(s), the difference between the amounts Executive would have been paid if he had been vested on the date their employment was terminated and the amounts paid or owed to the Executive pursuant to such retirement plans;
i. Notwithstanding anything to the contrary contained in any stock incentive plan or grant or award agreement, as applicable:
a) All stock options and warrants outstanding as of the Date of Termination and held by the Executive shall vest in full and become immediately exercisable for the remainder of their full term;
b) The Company will use its best efforts, at its sole cost to register all restricted stock as expeditiously as possible and under U.S. Securities law.
Equity Benefits. The Company shall provide the Equity Benefits (as described and defined below in Section 4).
Equity Benefits. Exhibit B to this Agreement sets forth your right to purchase shares of the Company's capital stock and all shares of the capital stock of the Company held by you, in each case as of the Separation Date and prior to any acceleration of vesting to which you may be entitled under this Agreement. You acknowledge and agree that except as set forth in this Agreement and in those stock agreements (which documents are incorporated herein by reference) which govern your rights to the shares described on Exhibit B, you have no other right, title, interest, or claim in or to any shares of the Company's capital stock.
Equity Benefits. To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company through the Date of Termination, and, to the extent the Executive satisfies any “retirement” based rule of any of the foregoing that provides for more beneficial treatment to the Executive.
Equity Benefits. The Company and GW Pharma will consider Executive as continuing to be a “Connected Person” solely for purposes of his outstanding stock options and stock-based awards under the GW Pharma 2017 Long-Term Incentive Plan and Long-Term Incentive Plan as amended May 2015, as applicable (the “LTIP”) from his Separation Date through the end of his Cooperation Period, and therefore each of his stock options and stock-based awards outstanding thereunder as of Executive’s Separation Date will continue to remain outstanding and vest in accordance with their terms during the Cooperation Period. Executive acknowledges that the stock-based awards he holds under the LTIP that remain outstanding and unvested of the Separation Date that are eligible for continued vesting under this Paragraph 3(c) consist solely of awards for American Depositary Shares representing the following UK ordinary shares in capital of GW Pharma (the “Outstanding Awards”): (1) performance vesting stock option, RSU-style stock option and market-priced stock option granted on February 26, 2018 covering 150,156, 33,780, and 74,088 shares, respectively; (2) performance vesting stock option, RSU-style stock option and market-priced stock options granted on January 6, 2017 covering 143,832, 32,354 and 87,660 shares, respectively; (3) the RSU-style stock option granted on February 15, 2016 for 27,420 shares and (4) the RSU-style stock option granted on June 24, 2015 covering 10,608 shares. Vesting of all of Executive’s Outstanding Awards will cease at the termination of the Cooperation Period, and Executive’s rights with regard to the Outstanding Awards shall be governed and controlled by the LTIP under which they were granted and Executive’s applicable grant documents, except to the extent otherwise provided for herein by this Agreement. Notwithstanding the terms of the Outstanding Award grant documents and the LTIP, each of Outstanding Awards that remain outstanding and unvested as of the end of the Cooperation Period shall be eligible to accelerate vesting at the end of the Cooperation Period if the Performance Condition and other requirements set forth in Paragraph 6 below are met.
Equity Benefits. Without regard to whether Executive has a termination of employment, one hundred percent (100%) of Executive’s then outstanding and unvested Equity Awards which have commenced to vest (or, in the case of any Equity Award the vesting of which is conditioned upon the achievement by the Company of any sustained common stock trading closing price at or above a specified level, would have commenced to vest had the stock trading closing price of the Company’s common stock for 20 consecutive trading days been equal to the price paid per share for the Company’s common stock in the Change in Control) will vest immediately prior to a Change in Control in respect of any Equity Award that is not Assumed or Replaced (as such terms are currently defined in the Company’s 2011 Stock Incentive Plan) upon the Change in Control.
Equity Benefits. All restricted stock awards and option awards previously granted to Employee under a stock incentive compensation plan maintained by the Company to the extent not vested as of the date on which this Agreement is executed by the Company and Employee (the “Execution Date”) shall vest in full on the Execution Date, and any option awards outstanding as of the Execution Date will be exercisable in accordance with the terms of the applicable award until the earlier of the original expiration date of the applicable option agreement or December 31, 2014. The following reflects the restricted stock awards and option awards granted to Employee that are unvested (in part or whole), exercisable, if applicable, and outstanding as of the Execution Date: February 20, 2007 26,637 17,758 26,637 February 26, 2008 32,209 10,737 32,209 March 2, 2009 162,162 0 162,162 February 10, 2005 157,483 $ 23.00 157,483 157,483 March 1, 2006 93,655 $ 20.50 93,655 93,655 February 20, 2007 110,663 $ 20.66 73,775 110,663 March 2, 2009 367,347 $ 2.59 0 367,347 On or following the Execution Date and prior to the Separation Date, the Company will credit to Employee’s standard brokerage account, to the extent not vested, the full amount of the shares in the column, entitled “Vested as of the Execution Date,” in the table above, and such shares shall thereafter be freely transferable by Employee, except for any restrictions on transfer under any applicable securities laws. Additionally, on or promptly following the Separation Date, the Company shall pay to the Employee a lump sum amount of $92,697.20, less applicable withholding tax, which amount represents the amount of any dividends and/or other distributions made with respect to the above shares of restricted stock that were not vested prior to the Execution Date and that have been held by the Company in a bookkeeping account for the Employee pursuant to the terms and conditions of Employee’s restricted stock awards.
Equity Benefits. Exhibit B to this Agreement sets forth Employee’s rights to purchase shares of SCM Inc.’s capital stock as of the Termination Date (assuming that Employee continues to be employed by the Company through the Termination Date). Employee acknowledges and agrees that Employee’s rights with respect to the shares (or the purchase thereof) described on Exhibit B shall be governed solely by the stock option agreements and plans under which such shares or rights to purchase were granted. Employee further acknowledges and agrees that, except as set forth on Exhibit B and in those stock option agreements and plans that govern Employee’s rights with respect to the shares (or the purchase thereof) described on Exhibit B, Employee has no other right, title, interest, or claim in or to any shares of the Company’s capital stock, other than any shares of SCM Inc. that he might own that are unencumbered by any contractual restrictions in favor of the Company. For the avoidance of any doubt, the parties acknowledge and agree that, in accordance with the notice provisions set forth in the Employment Agreement, any stock option, restricted stock or other equity inventive award granted to Employee under the Company’s stock option plans that is outstanding on the Termination Date (a) shall continue to vest, in accordance with its respective vesting schedule, until December 31, 2007, and (b) shall continue to be exercisable until March 31, 2008, at which time it shall expire and be canceled and no longer be in force or effect, in each of (a) and (b), unless and except to the extent otherwise provided in the stock option agreements or plans that govern Employee’s rights with respect to such stock option, restricted stock or other equity inventive award.
Equity Benefits. The Company, to the full extent permitted under any Benefit Plan in which O’Xxxxx was participating, will consider O’Xxxxx to be a retiree for purposes of administering any equity awards made to O’Xxxxx prior to his Retirement Date.
