Equity Compensation Awards. Except as expressly provided herein, except for the provisions of Section 3(c) of this Agreement, the terms of the Stock Incentive Plans and any related award agreements and/or notice of grant shall govern the termination, vesting, and/or exercise of Executive’s stock options or other equity awards upon the termination of Executive’s employment for any reason.
Equity Compensation Awards. During Executive’s employment, the Company may grant Executive equity compensation awards based on the Company’s common stock as determined by the Company.
Equity Compensation Awards. During Executive’s employment hereunder, beginning in the 2019 calendar year, Executive shall be eligible to receive annual equity compensation awards pursuant to the Stock Incentive Plan or such other equity compensation plan offered by Parent or another member of the Company Group to similarly situated executives of the Company on such terms and conditions as the Board (or a committee thereof) shall determine from time to time. All awards, if any, granted to Executive under the Stock Incentive Plan or any such other plan shall be subject to and governed by the terms and provisions of the Stock Incentive Plan or such other plan as in effect from time to time and the award agreements evidencing such awards. Nothing in this Section 4.3 shall be construed to give Executive any rights to any amount or type of grant or award except as approved by the Board (or a committee thereof) and set forth in a written or electronic award agreement provided to Executive with respect to such grant or award.
Equity Compensation Awards. Each Starwood Equity Award granted in 2014 or later and held by a Vistana Employee that is outstanding immediately prior to the Effective Time will be converted as described in subsections (a) and (b) below, so that each such Starwood Equity Award will become an ILG Equity Award. Starwood shall provide all information or documentation reasonably requested by ILG to fulfill such obligation within seven (7) days of receiving such request. From and after the Closing Date, ILG will retain, pay, perform, fulfill and discharge all liabilities arising out of or relating to the ILG Equity Awards.
Equity Compensation Awards. On the Effective Date, all awards of stock options and stock appreciation rights previously granted to the Executive shall become fully vested and immediately exercisable, all restrictions on shares of restricted stock previously awarded to the Executive shall immediately lapse and all performance based equity compensation awards previously made to the Executive shall be deemed fully earned as if all performance goals had been fully attained and the performance period ended on the Effective Date. In the event of any conflict between the terms of this Agreement and the terms of any award agreement, the terms of this Agreement shall govern.
Equity Compensation Awards. During the Term, the Executive will be eligible to participate in the Company’s equity incentive compensation plan as in effect from time to time (the “RSU Plan”). Beginning on the Commencement Date and continuing throughout the Term, the Executive shall be eligible for awards under the RSU Plan with the aggregate annual target value of such awards equal to $3,460,000 (with an annual Part A RSU target award value of $1,730,000 and an annual Part B RSU target award value of $1,730,000), which will be granted pursuant to the terms of the RSU Plan as in effect from time to time and such other terms and conditions as determined by the Board or the Compensation Committee in its sole discretion. Any awards to the Executive under the RSU Plan shall be evidenced by and subject to the terms and conditions of the Company’s standard forms of award agreement applicable generally to the senior leadership team of the Company as in effect from time to time, and as modified to conform to the terms and conditions this Agreement. The specific structures of the Part A and Part B RSU awards are approved by the Compensation Committee and are modified from time to time.
Equity Compensation Awards. In addition to the grants below, the Executive will be eligible during the Term for grants of equity compensation awards in accordance with the Company’s policies, as in effect from time to time. The grants below will be issued pursuant and subject to the terms of the Company’s 2000 Stock Incentive Plan, as amended and restated effective as of August 28, 2004 and as subsequently amended to expressly provide for the grant of restricted stock units (the “Incentive Plan”) and to the award agreements evidencing the grants, except that in the event of any conflict between the terms of the Incentive Plan or the award agreements and this Agreement, the terms of this Agreement will control:
Equity Compensation Awards. The Compensation Committee of the Board has approved an incentive stock option (“ISO”) granting Employee the right to purchase up to 80,000 shares of the Company’s common stock under the Xxxxxxx & Xxxxxxx, Ltd. 2008 Stock Incentive Plan (the “2008 Plan”) at an option exercise price equal to the closing price of the common stock on the Effective Date contingent upon Employee’s execution of this Agreement and commencement of employment with the Company; provided that such option shall be granted as a non-ISO to the extent it does not qualify for ISO treatment on the Effective Date. This ISO award shall vest annually over a three-year period in accordance with the following vesting schedule: 25% of the ISO award (20,000 option shares) shall vest on the Effective Date and an additional 25% of the ISO award (20,000 option shares) shall vest on each of the following three anniversaries of the Effective Date provided Employee remains continuously employed with the Company (or other affiliated company) through each anniversary. The ISO award shall be contingent upon Employee’s execution of a standard Employee Incentive Option Agreement in substantially the form attached as Exhibit A to this Agreement and the ISO award shall in all respects be subject to and governed by the provisions of the 2008 Plan and the Employee Incentive Option Agreement. In addition to the ISO award, the Compensation Committee of the Board has approved the grant of a Restricted Stock Award for 80,000 shares of the Company’s common stock pursuant to the 2008 Plan on the Effective Date contingent upon Employee’s execution of this Agreement and commencement of employment with the Company. The restricted stock award shall vest annually over a three-year period in accordance with the following vesting schedule: 25% of the shares (20,000 shares) shall vest on January 1, 2014 and an additional 25% of the shares (20,000 shares) will vest on each of the following three anniversaries of the Effective Date provided Employee remains continuously employed with the Company (or other affiliated company) through each anniversary. The restricted stock award shall be contingent upon Employee’s execution of a standard Restricted Stock Award Agreement in substantially the form attached as Exhibit B to this Agreement and shall in all respects be subject to, and governed by, the provisions of the 2008 Plan and corresponding Restricted Stock Award Agreement.
Equity Compensation Awards. On the Effective Date, all awards of stock options and stock appreciation rights granted to the Executive prior to the date of this Agreement shall become fully vested and immediately exercisable, all restrictions on shares of restricted stock awarded to the Executive prior to the date of this Agreement shall immediately lapse and all performance based equity compensation awards made to the Executive prior to the date of this Agreement shall be deemed fully earned as if all performance goals had been fully attained and the performance period ended prior to the date of this Agreement on the Effective Date. The treatment of awards of stock options, stock appreciation rights, restricted stock, performance based equity awards or similar equity awards made on or after the date of this Agreement shall be determined under the terms of the instruments evidencing such awards.
Equity Compensation Awards. (i) Executive shall be entitled to the IPO Bonus (as defined above in paragraph (c)). The shares of Class B common stock that relate to the IPO Bonus are “restricted securities” under applicable federal securities laws and the Securities Act and the rules of the U.S. Securities and Exchange Commission provide in substance that Executive may dispose of the shares of Class B common stock only pursuant to an effective registration statement under the Securities Act or an exemption therefrom. The Company has no obligation or intention to register any of the shares of Class B common stock, or to take action so as to permit sales pursuant to the Securities Act (including Rule 144 thereunder).
(ii) Executive shall be eligible to participate in the Company’s incentive plans, as in effect from time to time, including, but not limited to, the Company’s 2021 Equity Incentive Plan as may be amended, restated or otherwise modified from time to time (or any successor plan), as determined by the Board (or committee thereof) in its sole discretion. Such eligibility and any awards granted under such plans shall be subject in all respects to, and governed by, the terms and conditions set forth in the applicable equity incentive plans as in effect from time to time and the award agreement(s) evidencing any such awards.
