Equity Compensation. As of the Effective Date, the Company shall grant performance stock units (“PSUs”) to the Executive under the 2024 Omnibus Incentive Plan subject to the terms and conditions of an award agreement in substantially the form attached hereto as Exhibit A (the “Grant Agreement”), which is hereafter referred to as the “IPO Grant”. The target number of PSUs under the IPO Grant shall equal $2,200,000 divided by a price per share equal to the initial public offering price per share that the Company’s common stock is sold to the public in the Company’s initial public offering (“IPO Price”). In addition, the Company shall annually grant the Executive equity awards under the Company’s 2024 Omnibus Incentive Plan beginning in fiscal 2024 and throughout each fiscal year of the Employment Period thereafter having an initial grant date value of not less than $2,070,000. The initial equity grant shall be in the form of time-based restricted stock units (“RSUs”), with the number of RSUs to be based on the IPO Price and the grant to be made in substantially the form attached hereto as Exhibit B. Any time-based equity awards granted to the Executive shall fully vest and be settled in cash on a Change in Control; provided, however that the acquirer of the Company shall be entitled to defer payment of any amounts that would otherwise be vested and paid on an accelerated basis under this paragraph until the first anniversary of the Change in Control subject to a requirement that the Executive is then employed by the Company or a Subsidiary or Affiliate with any deferred amounts set aside in a rabbi trust or other funding vehicle that is reasonably satisfactory to the Executive. If a buyer elects a deferred payment under this paragraph, any deferred amounts will be forfeited if the Executive terminates employment before the first anniversary of the Change in Control; provided, however, that the deferred payment shall be fully vested and paid within five business days of employment termination if the Executive’s employment is terminated by (i) the Company without Cause, (ii) by the Executive with Good Reason, or (iii) due to the Executive’s death or Disability. All grants of equity compensation awards shall be made in the good faith discretion of the Committee upon the performance of the Executive and the Company consistent with the terms of this Section 5.
Equity Compensation. All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Termination.
Equity Compensation. Executive shall be entitled to receive equity compensation awards as described in Exhibit A.
Equity Compensation. (i) During the Term, subject to the terms and conditions established within the Company’s 2014 Equity Incentive Plan or any successor equity compensation plan as may be in place from time to time (the “Plan”) and separate Award Agreements (as defined in the Plan), the Executive also shall be eligible to receive from time to time Stock Options, Stock Appreciation Rights, Restricted Stock, Stock Units, Performance Shares, Performance Units, Incentive Bonus Awards, Other Cash-Based Awards and/or Other Stock-Based Awards (as such capitalized terms are defined in the Plan), in amounts, if any, to be approved by the Compensation Committee in its discretion.
(ii) Notwithstanding anything set forth in the Plan or the Company’s 2009 Equity Incentive Plan (the “2009 Plan”) to the contrary: (A) in the event of (x) a Change in Control (as defined in the Plan), or (y) a Change in Control (a “2009 Change in Control”) or Corporate Transaction (as such terms are defined in the 2009 Plan) during the Term, all Stock Options that the Executive may have under the Plan shall vest and become exercisable, to the extent not already vested and exercisable, upon the occurrence of the Change in Control, and all Incentive Stock Options or Nonstatutory Stock Options that the Executive may have under (and as defined in) the 2009 Plan shall vest and become exercisable, to the extent not already vested and exercisable, upon the occurrence of the Corporate Transaction or the 2009 Change in Control (all such options held by the Executive under the Plan or the 2009 Plan, the “Options”); and (B) all of the Options that the Executive may have (including those that vest and become exercisable pursuant to clause (A) of this sentence) shall remain exercisable (to the extent not already exercised) for a period of one (1) year, measured from the date of the Change in Control, 2009 Change in Control, and/or Corporate Transaction, as applicable, or, if later, the Termination Date (but, in no event shall any Option remain exercisable beyond the expiration of the term of the Option); provided, however, that in the event stock options under the Plan and/or the 2009 Plan are cancelled or otherwise terminated pursuant to the Plan or the 2009 Plan, as applicable, in connection with such Change in Control or Corporate Transaction, Executive’s Options may be cancelled or otherwise terminated, as applicable, on terms no less favorable than those provided to other similarly situated option holders. This Secti...
Equity Compensation. Executive will be eligible to participate in any long-term incentive plans and/or equity-based compensation plans established or maintained by the Corporation for its senior executive officers or employees, including, but not limited to, the Equity Plan.
Equity Compensation. In addition to the compensation set forth in Sections 4.1 and 4.2 of this Agreement, the Executive will be allowed to participate in grants of stock options, restricted stock or other equity related awards from the Company’s stock compensation plans put into effect from time to time, subject to the terms and conditions of such plans.
Equity Compensation. The Executive shall be eligible to participate in such equity incentive compensation plans and programs as the Company generally provides to its senior executives, including, but not limited to, the LTSIP. During the Employment Term, the Compensation Committee may, in its sole discretion, grant equity awards to the Executive, which would be subject to the terms of the respective award agreements evidencing such grants and the applicable plan or program.
Equity Compensation. To incentivize employees, officers, consultants, non-employee directors, Affiliates or representatives of the Advisor to achieve goals and business objectives of the Company, as established by the Board of Directors, in addition to the Base Fee and the Incentive Fee set forth above, the Board of Directors will have the authority to and shall make recommendations of annual equity awards to the Advisor or directly to employees, officers, consultants, non-employee directors, Affiliates or representatives of the Advisor, based on the achievement by the Company of certain financial or other objectives established by the Board of Directors. The Company, at its option, may choose to issue such compensation in the form of equity awards in Ashford Prime or the Operating Partnership, unless and to the extent that receipt of such equity awards would adversely affect the Company’s status as a REIT, in which case, the equity awards shall be limited to equity awards in the Operating Partnership. For a period of one year from the date of issuance, any such equity awards in the Operating Partnership shall not be transferable, except by operation of law, without the written consent of the General Partner which consent may be withheld in the sole and absolute discretion of the General Partner; provided, however, the Advisor may assign, without the consent of the General Partner, such equity awards to employees, officers, consultants, non-employees, directors, Affiliates or representatives of Advisor provided the one-year restriction on transfer shall remain applicable to such assignee. In addition, except as expressly provided above, any transfer of such equity awards at any time must comply with the transfer restrictions of Ashford Prime OP’s partnership agreement or the Company’s charter and bylaws, as applicable.
Equity Compensation. From time to time, Executive will be granted stock options to purchase shares of the Company’s Common Stock at an exercise price equal to the fair market value of the stock on the date of grant.
Equity Compensation. Executive will continue to be eligible to receive stock and option grants, and other equity compensation awards (“Awards”), as determined by the Board or any committee thereof in the Board’s or such committee’s sole discretion.
