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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term).
Appears in 2 contracts
Samples: Employment Agreement (Dance Biopharm, Inc.), Employment Agreement (Dance Biopharm, Inc.)
Equity Compensation. (a) You acknowledge and agree, as of the Termination Date (and after taking into account the accelerated vesting described in Section 2(d)), you held (i) During vested options to purchase 874,667 shares of common stock, par value $0.01 per share, of the Term, subject Company (“Shares”) pursuant to the terms and conditions established within the Company’s 2014 Equity Incentive Plan or Option Agreements (such options, together with any successor equity compensation plan as may be in place from time to time (the “Plan”) and separate Award Agreements Unvested Options (as defined in below) that vest prior the Plan181st day following the Termination Date, the “Vested Options”), 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”) NY\6527282.7 unvested options to purchase 192,000 Shares pursuant to the contrary: Option Agreements (A) in the event of (x) which are eligible to vest solely upon a Change in Control as described in Section 2(d)) (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 “Unvested Options”); , and (Biii) all of 20,000 vested Shares purchased from the Options that the Executive may have Company (including those that vest and become exercisable pursuant to clause “Co-Invest Shares”).
(Ab) of this sentence) shall remain exercisable (Notwithstanding anything 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 contrary 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Management Stockholders Agreement (as defined in the 2009 PlanOption Agreements) entered into by or the Executive evidencing a grant of OptionsOption Agreements, whether entered into (i) at any time on or prior to the Effective 181st day following the Termination Date, you may submit a request to the Company (the date of such request, the “Put Notice Date”) to repurchase a number of Shares from you up to, but not exceeding, the number of Shares issuable upon the exercise of your Vested Options as of the Put Notice Date, and (ii) after the 181st day following the Termination Date, each of the Company and the Carlyle Stockholders shall have the option to repurchase, at any time, up to 100% of the Shares issuable upon exercise of the Vested Options (the “Call Right”), and provide you written notice of its election to repurchase such Shares (the date of such notice, the “Call Notice Date”). In order to facilitate any repurchase of Shares issuable upon the exercise of Vested Options, you agree that you shall exercise the Vested Options within 30 days following the Put Notice Date or during the Term (butCall Notice Date, as applicable, in no event accordance with, and subject to, the terms of the Option Agreements (provided that, notwithstanding anything to the contrary in Section 2.6(b) or 2.6(c) of the Option Agreements, you shall be permitted to (A) exercise the Vested Options in the manner set forth in Section 2.6(b)(ii) or (iii) of the Option Agreements, and (B) satisfy any applicable withholding tax due under applicable law in connection with the exercise of the Vested Options by instructing the Company to withhold that number of Shares having a Fair Market Value (as defined in the Option Agreements), determined as of the date of exercise, equal to the minimum of tax required to be withheld by law (rounded down to nearest whole number of Shares with a Fair Market Value not in excess of the amount of tax required to be so withheld)), and thereafter, the Company or the Carlyle Stockholders, as applicable, shall repurchase any such Shares in accordance with, and subject to, the terms of the Management Stockholders Agreement and this Agreement (as if a repurchase pursuant to the Company Call Right (as defined in the Management Stockholders Agreement) or the Carlyle Call Right (as defined in the Management Stockholders Agreement), as applicable; provided that any lapse of the Company Call Right or the Carlyle Call Right contemplated in the Management Stockholders Agreement or Option Agreements shall not apply; provided, further, that the Company will not repurchase any Shares pursuant to this Section 3(c)(ii3(b) be deemed an amendment prior to any Award Agreement or Stock Award Agreement entered into after expiration the day immediately following the six-month anniversary of the Termdate on which such Shares were issued). In order to effect the foregoing provisions of Section 3(b), the parties acknowledge and agree that (x) on and after the date hereof, the last sentence of Section 2.6(d) of each of the Option Agreements has no force and effect and (y) after the 181st day following the Termination Date, the Call Right shall continue indefinitely and will not expire on the Repurchase Deadline (as defined in the Management Stockholders Agreement).
(c) Notwithstanding anything to the contrary in the Management Stockholders Agreement, (i) at any time on or prior to the 181st day following the Termination Date, you may submit a request to the Company (the date of such request, the “Co-Invest Put Notice Date”) to repurchase a number of Shares from you up to, but not exceeding, the number of Co-Invest Shares, and (ii) after the 181st day following the Termination Date, each of the Company and the Carlyle Stockholders shall have the option to repurchase, at any time, up to 100% of the Co-Invest Shares (the “Co-Invest Call Right”), and provide you written notice of its election to NY\6527282.7 repurchase Co-Invest Shares. In order to facilitate any repurchase of Co-Invest Shares, the Company or the Carlyle Stockholders, as applicable, shall repurchase any Co-Invest Shares in accordance with, and subject to, the terms of the Management Stockholders Agreement and this Agreement (as if a repurchase pursuant to the Company Call Right or the Carlyle Call Right, as applicable; provided that any lapse of the Company Call Right or the Carlyle Call Right contemplated in the Management Stockholders Agreement shall not apply). In order to effect the foregoing provisions of Section 3(c), the parties acknowledge and agree that, after the 181st day following the Termination Date, the Co-Invest Call Right shall continue indefinitely and will not expire on the Repurchase Deadline.
Appears in 1 contract
Samples: Termination of Employment Agreement (Syniverse Holdings Inc)
Equity Compensation. (i) During On or as soon as reasonably practicable following the TermEffective Date, subject Executive will be granted options to the terms and conditions established within purchase 1,000,000 shares of the Company’s 2014 Equity Incentive Plan or any successor equity compensation plan as may be in place from time to time common stock (the “PlanOptions”) and separate Award Agreements (as defined in the Plan), the Executive also shall . The Options will be eligible granted pursuant to receive from time to time Stock Options, Stock Appreciation Rights, Restricted Stock, Stock Units, Performance Shares, Performance Units, Incentive Bonus Awards, Other Casha new 2021 Long-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 Term Incentive Plan (the “2009 PlanLTIP”) to be adopted by the Company and submitted for approval by the Company’s stockholders at the Company’s 2021 annual meeting of stockholders (the “2021 Meeting”), and a separate stock option agreement (the “Option Agreement”) that will be entered into with Executive. The award of the Options shall be subject to the approval of the LTIP by stockholders at the 2021 Meeting. The Options shall have an exercise price equal to the fair market value of the Company’s common stock on the date of grant; provided, that, if the fair market value of the Company’s common stock is greater than $18.00 per share on the date of grant, then the Executive will be granted restricted stock units (“Substitute RSUs”) in lieu of a portion of the Options to the extent necessary in order to bring the average per-share “exercise price” of the Executive’s Options and Substitute RSUs to $18.00 per share (it being understood that Substitute RSUs will be considered to have an “exercise price” of zero for this purpose). The Options (and, if applicable, Substitute RSUs) will vest in equal installments on the first five anniversaries of the Effective Date, subject to continued employment on the applicable vesting date and the terms of the Option Agreement (and, if applicable, the terms of a restricted stock unit award agreement covering the Substitute RSUs (“Substitute RSU Agreement”)), and shall not be subject to any performance-based or other conditions (except for those conditions as set forth in the LTIP or conditions which are applicable to all executives of the Company who receive option grants under the LTIP); provided, however, that if Executive’s employment terminates due to death, Disability, without Cause or for Good Reason pursuant to Section 3(a)(i), (ii), (iv) or (vi) prior to the fifth anniversary of the Effective Date, then the portion of the Options (and, if applicable, Substitute RSUs) scheduled to vest on the next regular anniversary vesting date shall vest and become exercisable as of immediately prior to the Date of Termination (and any remaining unvested portion of the Options and Substitute RSUs shall be forfeited). Notwithstanding the foregoing or any other provision in this Agreement or the Option Agreement or Substitute RSU Agreement, if applicable, to the contrary: , (Ai) in the event of (x) if a Change in Control (as defined in the PlanLTIP) occurs prior to full vesting of the Options and such Options remain outstanding following, or are assumed by the acquiror in such transaction, and if Executive’s employment terminates without Cause or for Good Reason pursuant to Section 3(a)(iv) or (vi), 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 either event within one year following the occurrence of the Change in Control, then 100% of the unvested Options shall accelerate 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, exercisable immediately prior to the extent not already vested Date of Termination, and exercisable, upon the occurrence (ii) if a Change in Control occurs prior to full vesting of the Corporate Transaction or Substitute RSUs, if any, the 2009 value of the unvested amount of such Substitute RSUs shall be retained in Executive’s favor under comparable terms as Executive had prior to such Change in Control (all such options held by which retention may be in the Executive under the Plan form of stock, cash or the 2009 Plana combination thereof), the “Options”); and (B) all of the Options that the Executive may have (including those that vest and become exercisable if Executive’s employment terminates without Cause or for Good Reason pursuant to clause Section 3(a)(iv) or (A) of this sentence) shall remain exercisable (to vi), in either event within one year following the extent not already exercised) for a period of one (1) year, measured from the date occurrence of the Change in Control, 2009 Change then 100% of the unvested Substitute RSUs (or the comparable equivalent as provided for above) shall accelerate and vest and become non-forfeitable as of immediately prior to the Date of Termination. The Substitute RSUs will provide for settlement thereof promptly following vesting and will be intended to qualify as a “short term deferral” of compensation pursuant to Treasury Regulation Section 1.409A-1(b)(4). For the avoidance of doubt, with respect to the Options and Substitute RSUs, in Controlthe event of any conflict or inconsistency between the terms of this Agreement and the terms of the Option Agreement or Substitute RSU Agreement covering such Options and Substitute RSUs, and/or Corporate Transactionthe terms of this Agreement shall control.
(ii) In addition to the Options, the Company and Executive anticipate that Executive will purchase up to $1,000,000 of shares of the Company’s common stock in open market transactions no later than 180 days after the 2021 Meeting (the “Purchased Shares”). As soon as applicablepracticable following the Executive’s purchase of the Purchased Shares (and not later than December 31, or2021), the Executive will be granted a number of restricted stock units equal to the number of Purchased Shares (not to exceed $1,000,000 in value) (the “RSUs”). The RSUs will be granted pursuant to the LTIP and a separate restricted stock unit award agreement (the “RSU Agreement”) that will be entered into with Executive and, if later, granted prior to the Termination Date (but, in no event shall any Option remain exercisable beyond the expiration approval of the term LTIP at the 2021 Meeting, will be subject to the approval of the Option)2021 LTIP at the 2021 Meeting. The RSUs will vest in equal installments on the first five anniversaries of the Effective Date, subject to continued employment on the applicable vesting date and the terms of the RSU Agreement; provided, however, that in the event stock options under the Plan and/or the 2009 Plan are cancelled if Executive’s employment terminates due to death, Disability, without Cause or otherwise terminated for Good Reason pursuant to Section 3(a)(i), (ii), (iv) or (vi) prior to the Plan fifth anniversary of the Effective Date, then the portion of the RSUs scheduled to vest on the next regular anniversary vesting date shall vest and become non-forfeitable as of immediately prior to the Date of Termination (and any remaining unvested portion of the RSUs shall be forfeited). Notwithstanding the foregoing or any other provision in this Agreement or the 2009 PlanRSU Agreement covering the RSUs to the contrary: (x) if a Change in Control occurs prior to full vesting of the RSUs, the value of the unvested amount of the RSUs shall be retained in Executive’s favor under comparable terms as applicable, in connection with Executive had prior to such Change in Control (which retention may be in the form of stock, cash or Corporate Transaction, a combination thereof); and (y) if Executive’s Options may be cancelled employment terminates without Cause or otherwise terminatedfor Good Reason pursuant to Section 3(a)(iv) or (vi), in either event within one year following the occurrence of the Change in Control, then 100% of the unvested RSUs (or the comparable equivalent as applicable, on terms no less favorable than those provided to other similarly situated option holders. This Section 3.1(c)(iifor in (x) above) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (accelerate and vest and become non-forfeitable as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into immediately prior to the Date of Termination. For the avoidance of doubt, with respect to the RSUs, in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the RSU Agreement covering such RSUs, the terms of this Agreement shall control.
(iii) In addition to the Options and the RSUs, during the Term, Executive will be eligible to participate in and receive additional awards under any of the Company’s equity incentive award plans and programs as in effect from time to time, with any new equity incentive grants made in the sole discretion of the Board or Compensation Committee and with the expectation that Executive will receive an annual equity incentive grant under such equity incentive award plans or programs of the Company. The grant date fair value of Executive’s annual equity incentive grant shall be initially targeted at 100% of his Annual Base Salary, with 50% of the annual award granted in the form of time vesting restricted stock units and 50% of the award granted in the form of performance share units, in each case having the same general terms and conditions as apply to grants made to other senior Company executives, it being understood that all equity incentive grants are made in the sole discretion of the Board or Compensation Committee and may vary year-to-year based on benchmarking, performance or other considerations as may be determined by the Board or Compensation Committee in its discretion. The grant date fair value of Executive’s first annual equity incentive grant may be pro-rated based on the number of days between the Effective Date or during and the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration grant date of the Term)such equity incentive grant.
Appears in 1 contract
Samples: Employment Agreement (Lindblad Expeditions Holdings, Inc.)
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 two (12) yearyears, 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term).
Appears in 1 contract
Equity Compensation. (i) During the Term, subject Notwithstanding any provision to the terms and conditions established within the Company’s 2014 Equity Incentive Plan contrary in any applicable plan, program or agreement, or any successor equity compensation plan as may be contrary provision 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) this Agreement in the event that either or both of the following occur:
(xi) a Change in Control in which the Executive’s employment is terminated on account of an Involuntary Termination Associated with a Change in Control; or
(as defined in the Plan), or (yii) a Change in Control (a “2009 Change in Control”) occurs, but the acquirer or Corporate Transaction (as such terms are defined in the 2009 Plan) during the Term, all Stock Options that successor fails to provide the Executive may have under the Plan shall vest and become exercisable, with equity compensation rights substantially comparable in value to the extent not already vested and exercisable, upon the occurrence of Executive’s unvested equity compensation rights immediately prior to the Change in Control; then all stock options, Restricted Stock, Restricted Stock Units 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 other equity rights held by the Executive under will become fully vested and/or exercisable, as the Plan or the 2009 Plancase may be, the “Options”); and (B) all as of the Options that date Termination Date in the Executive may have (including those that vest and become exercisable pursuant to case of clause (Ai) or as 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 ControlControl in the case of clause (ii), 2009 and all stock options held by the Executive shall remain exercisable, notwithstanding anything in any other agreement governing such options, for the longer of (i) a period of twenty four (24) months after the Executive’s Termination Date, or (ii) the period set forth in the award agreement covering the option (collectively, the “Change in Control, and/or Corporate Transaction, as applicable, or, if later, the Termination Date (but, in no event shall any Control Option remain exercisable beyond the expiration of the term of the OptionExpiration Date”); provided, however, that in no event will the event stock options under option be exercisable beyond its original term or, if not addressed in the Plan and/or grant agreement, then not later than the 2009 Plan are cancelled or otherwise terminated pursuant latest date that will avoid adverse tax consequences to the Plan or Executive (if such date is earlier than the 2009 Plan, as applicable, in connection with such Change in Control Option Expiration Date). For purposes of clause (ii) above, equity compensation provided by the acquiror 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 Section 3.1(c)(ii) successor shall be deemed an amendment substantially comparable to each Award Agreement the Executive’s unvested equity compensation rights immediately prior to the Change in Control only if (A) such unvested equity compensation rights are assumed by the acquiror or Stock Award Agreement successor on the same basis (including the same exchange ratio) as defined is provided to non-employee holders of such equity or, if none, on a basis substantially identical to such basis; or (B) such unvested equity compensation rights are replaced by equity compensation rights granted by the acquiror or successor which rights are materially identical in value to (employing the 2009 Plansame equity valuation methodology as the Company employed for financial accounting purposes immediately prior to the Change in Control) entered into and are subject to the same vesting schedule as was applicable to the unvested equity compensation rights held by the Executive evidencing a grant of Options, whether entered into immediately prior to the Effective Date or during the Term (but, Change in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term)Control.
Appears in 1 contract
Samples: Severance Agreement (Novell Inc)
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 Employee 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 participate in the 2005 Equity Compensation Plan), and any successor plan providing for compensation in the form of restricted or unrestricted stock, stock options and other equity-related compensation provided by the Company to its employees.
(i) The initial grant of the Stock Options to be granted pursuant to the Company’s 2005 Equity Compensation Plan shall be granted on February 1, 2008 (regardless of whether Employee is employed by Company on that date) and shall not be less than 33,334 options to purchase the common stock of the Company. The exercise price of such options shall be the price of the Company’s stock at market close on the date of the grant. These options shall: (i) fully vest on the date granted; (ii) shall not expire in less than five (5) years from the date of grant, unless Employee ceases to be employed by Company, in amounts, if any, which case such options will expire pursuant to the terms of the Company’s 2005 Equity Compensation Plan and the Stock Option Agreement relating to such shares; and (iii) shall be approved subject to other standard terms and conditions under the 2005 Equity Compensation Plan. Employee agrees that the foregoing options shall be subject to the lockup provisions as required by the Compensation Committee Company's investment bankers in its discretionconjunction with a private placement offering conducted during February, 2006. In the event Employee’s employment terminates before the anticipated date that these options are to grant and vest, such options will be granted and immediately vest as of the date of employment separation.
(ii) Notwithstanding anything set forth in Unless Employee is terminated by the Plan Company for Cause on or before August 1, 2008, a second grant of Stock Options shall be granted pursuant to the Company’s 2009 2005 Equity Incentive Compensation Plan on August 1, 2008 and shall not be less than 33,334 options to purchase the common stock of the Company. The exercise price of such options shall be the price of the Company’s stock at market close on the date of the grant. These options shall: (i) fully vest on the “2009 Plan”date granted; (ii) shall not expire in less than five (5) years from the date of grant, unless Employee ceases to be employed by Company, in which case such options will expire pursuant to the contraryterms of the Company’s 2005 Equity Compensation Plan and the Stock Option Agreement relating to such shares; and (iii) shall be subject to other standard terms and conditions under the 2005 Equity Compensation Plan. Employee agrees that the foregoing options shall be subject to the lockup provisions as required by the Company's investment bankers in conjunction with a private placement offering conducted during February, 2006. In the event Employee’s employment terminates before the anticipated date that these options are to grant and vest, such options will be granted and immediately vest as of the date of employment separation.
(iii) Should this Agreement be renewed for a subsequent Contract Term, a subsequent grant of stock options to be granted pursuant to the Company’s 2005 Equity Compensation Plan shall be granted on August 1, 2008 and shall not be less than 133,336 options to purchase the common stock of the Company. The exercise price of such options shall be the price of the Company’s stock at market close on the date of the grant. These options shall: (Ai) vest according to the schedule set forth below; (ii) shall not expire in less than five (5) years from the date of grant, unless Employee ceases to be employed by Company, in which case such options will expire pursuant to the terms of the Company’s 2005 Equity Compensation Plan and the Stock Option Agreement relating to such shares; and (iii) shall be subject to other standard terms and conditions under the 2005 Equity Compensation Plan. Employee agrees that the foregoing options shall be subject to the lockup provisions as required by the Company's investment bankers in conjunction with a private placement offering conducted during February, 2006. Vesting Schedule: · 33,334 stock options on February 1, 2009 · 33,334 stock options on August 1, 2009 · 33,334 stock options on February 1, 2010 · 33,334 stock options on August 1, 2010 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 as that term is defined in the 2005 Equity Compensation Plan, 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 if Employee’s employment is terminated by the Executive under Company without Cause after May 12, 2008 but before the Plan or the 2009 Plananticipated date that these options set forth in Section 5(d)(iii) are to vest, the “Options”); and (B) all unvested options that are scheduled to vest within one year after Employee’s separation of the Options that the Executive may have (including those that employment will immediately vest and become exercisable pursuant to clause (A) as 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 employment separation. In the event stock Employee’s employment is terminated in any manner other than by the Company without Cause after May 12, 2008, but before the anticipated date that these options under set forth in Section 5(d)(iii) are to vest, no unvested options will vest. In the Plan and/or event Employee is offered and accepts the 2009 Plan are cancelled or otherwise terminated pursuant position of Chief Executive Officer, all options set forth in this Agreement that have not yet vested will become null and void, and Employee’s right to the Plan or the 2009 Plan, as applicable, in connection with such Change in Control or Corporate Transaction, Executive’s Options may further options will be cancelled or otherwise terminated, as applicable, on terms no less favorable than those provided to other similarly situated option holders. This Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term)separate Agreement.
Appears in 1 contract
Samples: Employment Agreement (AeroGrow International, Inc.)
Equity Compensation. To the extent not previously vested, the portion of any outstanding equity, other than the Initial LTIP Award, which vests solely based on the Executive’s fulfillment of time and/or service conditions (i“Time-Vesting Equity”) During that would have vested if the Term, subject to Executive had remained employed through the terms first anniversary of the date of termination shall vest on the date of termination and conditions established within any outstanding equity which vests based on the Company’s 2014 Equity Incentive Plan or any successor equity compensation plan as may be in place from time to time achievement of performance targets (the “PlanPerformance-Vesting Equity”) shall continue to remain outstanding and separate Award Agreements be eligible to vest until the first anniversary of the date of termination (and if the performance targets are achieved during such time period shall vest in accordance therewith; provided that if a Change of Control occurs during such time period and the Sponsors (as defined in the Plan)Exhibit A) receive marketable securities in connection with such Change of Control, the Executive also Performance-Vesting Equity 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 Cashremain outstanding until the earlier of (i) the remaining term of the Performance-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.
Vesting Equity and (ii) Notwithstanding anything set forth in the Plan or first anniversary of the Company’s 2009 Equity Incentive Plan (date of termination and, if not already vested, shall vest once such marketable securities are liquidated by the “2009 Plan”Sponsors if the applicable performance targets are met upon such liquidation) 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 Termand, 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 until the earlier of the expiration of the original term or the first anniversary of the date of termination (provided that for purposes of post-termination exercisability with respect to such Performance-Vesting Equity, any date of vesting shall be deemed the extent not already exercised) date of termination of the Executive’s employment for a purposes of determining the post-termination exercise period of one such Performance-Vesting Equity); provided that if the Executive’s employment is terminated without Cause or for Good Reason (1i) yearafter a definitive agreement is entered into which will result in a Change of Control (provided such agreement results in a Change of Control) or (ii) within six months prior to a Change of Control, measured from any Time-Vesting Equity shall be treated as if it had fully vested as of the date of the Change in Control, 2009 Change in Control, and/or Corporate Transaction, of Control and any Performance-Vesting Equity shall be treated as applicable, or, if later, it had been fully vested on the Termination Date (but, in no event shall any Option remain exercisable beyond the expiration date of the term Change 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 Control to the Plan or extent the 2009 Plan, applicable performance conditions have been satisfied as applicable, of such date (and shall be forfeited to the extent the applicable performance conditions have not been satisfied as of such date unless the Sponsors receive marketable securities in connection with such Change of Control, in Control which event the Performance-Vesting Equity shall remain outstanding until the earlier of (i) the remaining term of the Performance-Vesting Equity and (ii) one year following the date of termination and shall vest once such marketable securities are liquidated by the Sponsors if the applicable performance targets are met upon such liquidation) and provided further, in the case of any Performance-Vesting Equity, the Company agrees to provide the Executive with notice that a performance condition has been satisfied within 30 days following such event. Notwithstanding the foregoing, if any such Time-Vesting Equity and/or Performance-Vesting Equity constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, the delivery of shares of common stock or Corporate Transaction, cash (as applicable) in settlement of such awards shall be made on the date that is six months after Executive’s Options may be cancelled “separation from service,” if required by Section 409A, or otherwise terminatedif earlier, as applicable, on terms no less favorable than those provided to other similarly situated option holders. This immediately following any permissible payment event under Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term).409A.
Appears in 1 contract
Equity Compensation. (i) During On or as soon as reasonably practicable following the TermEffective Date, subject Executive will be granted 40,000 restricted shares of the Company’s common stock (the “Restricted Shares”), pursuant to the terms and conditions established within of 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 Cash2015 Long-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 Term Incentive Plan (the “2009 PlanLTIP”) and a separate restricted stock agreement that will be entered into with Executive. The Restricted Shares shall vest in equal installments on the first four anniversaries of the Effective Date, subject to continued employment on the applicable vesting date and the terms of the restricted stock agreement, and shall not be subject to any performance-based or other conditions (except as set forth in the LTIP or the restricted stock agreement); provided, however, that if Executive’s employment terminates due to death, Disability, without Cause, or for Good Reason pursuant to Sections 3(a)(i), (ii), (iv) or (vi) prior to the fourth anniversary of the Effective Date, then the portion of the Restricted Shares scheduled to vest on the next regular anniversary vesting date shall vest and become non-forfeitable as of immediately prior to the Date of Termination (and any remaining unvested Restricted Shares shall be forfeited). Notwithstanding the foregoing or any other provision in this Agreement or the restricted stock agreement covering the Restricted Shares to the contrary: (A) in the event of (x) upon a Change in Control (as defined in the Plan)LTIP) prior to full vesting of the Restricted Shares, or (y) a the value of the unvested amount of the Restricted Shares shall be retained in Executive’s favor under comparable terms as Executive had prior to such Change in Control (which retention may be in the form of stock, cash, or a “2009 Change in Control”combination thereof); and (y) if Executive’s employment terminates without Cause or for Good Reason pursuant to Section 3(a)(iv) or Corporate Transaction (as such terms are defined vi), 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 either event within one year following the occurrence of the a Change in Control, then 100% of the then unvested Restricted Shares (or the comparable equivalent as provided for in (x) above) shall accelerate 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, non-forfeitable as of immediately prior to the extent not already vested Date of Termination. For the avoidance of doubt, with respect to the Restricted Shares, in the event of any conflict or inconsistency between the terms of this Agreement and exercisable, upon the occurrence terms of the Corporate Transaction restricted stock agreement covering such Restricted Shares, the terms of this Agreement shall control.
(ii) In addition, on or as soon as reasonably practicable following the Effective Date, Executive will be granted an option (the “Option”) to purchase 200,000 shares of the Company’s common stock, pursuant to terms of the LTIP and a separate stock option agreement that will be entered into with Executive. The Option shall vest in equal installments on the first four anniversaries of the Effective Date, subject to continued employment on the applicable vesting date and the terms of the stock option agreement, and shall not be subject to any performance-based or other conditions (except as set forth in the LTIP 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 Optionstock option agreement); provided, however, that in the event stock options under the Plan and/or the 2009 Plan are cancelled if Executive’s employment terminates due to death, Disability, without Cause, or otherwise terminated for Good Reason pursuant to Sections 3(a)(i), (ii), (iv) or (vi) prior to the Plan fourth anniversary of the Effective Date, then the portion of the Option scheduled to vest on the next regular anniversary vesting date shall vest and become exercisable as of immediately prior to the Date of Termination (and any remaining unvested portion of the Option shall be forfeited). Notwithstanding the foregoing or any other provision in this Agreement or the 2009 Planstock option agreement covering the Option to the contrary, as applicable, in connection with such if a 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 PlanLTIP) entered into occurs prior to full vesting of the Option and unvested stock options remain outstanding following, or are assumed by the Executive evidencing acquiror in, such transaction, and if Executive’s employment terminates without Cause or for Good Reason pursuant to Section 3(a)(iv) or (vi), in either event within one year following the occurrence of a grant Change in Control, then 100% of Options, whether entered into the then unvested Option shall accelerate and vest and become exercisable as of immediately prior to the Effective Date of Termination. For the avoidance of doubt, with respect to the Option, in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the stock option agreement covering such Option, the terms of this Agreement shall control. The per share exercise price of the Option will be equal to the fair market value of the shares on the date of grant.
(iii) In addition, during the Term (butTerm, Executive will be eligible to participate in no event shall this Section 3(c)(ii) be deemed an amendment to and may receive additional awards under any Award Agreement or Stock Award Agreement entered into after expiration of the Term)Company’s equity incentive award plans and programs as in effect from time to time, with any new equity incentive grants made in the sole discretion of the Board or Compensation Committee and with the expectation that Executive will receive an annual equity incentive grant under such equity incentive award plans or programs of the Company. The grant date fair value of Executive’s annual equity incentive grant shall be initially targeted at 100% of his Annual Base Salary, it being understood that all equity incentive grants are made in the sole discretion of the Board or Compensation Committee and may vary year-to-year based on benchmarking, performance or other considerations as may be determined by the Board or Compensation Committee in its discretion. The grant date fair value of Executive’s first annual equity incentive grant shall be pro-rated based on the number of days between March 31, 2016 and the grant date of such equity incentive grant.
Appears in 1 contract
Samples: Employment Agreement (Lindblad Expeditions Holdings, Inc.)
Equity Compensation. (a) Subject to the Company’s applicable equity incentive plan and any Restricted Stock Unit Grant Agreement, the Company shall grant to you five hundred and twenty thousand (520,000) restricted stock units (“RSUs”) under the Company’s equity incentive plan with respect to shares of the common stock of the Company. Except as otherwise set forth herein, and provided that, during the first thirty (30) months of your employment, the Company’s (or its successor’s) shares become traded on an established U.S. national securities exchange or Company’s rights and obligations under this Agreement are assigned to, or otherwise assumed by, a publicly traded company, the RSUs will vest as follows, after the occurrence of such event: (i) During thirty-four percent (34%) of the TermRSUs will be vested in full as of the first business day immediately following the effective date of the applicable registration with the Securities and Exchange Commission on Form S-8 of the shares of common stock underlying the RSUs (which is required to permit the immediate resale of the shares of common stock issuable in connection with equity granted under the Plan) which follows the closing of any “go public” transaction; (ii) an additional thirty-three percent (33%) of the RSUs will vest as of the first anniversary of your start date; and (iii) the remaining thirty-three percent (33%) of the RSUs will vest as of the second anniversary of your start date; in each case subject to your continued employment until such respective vesting date (and subject to any initial lock-up period imposed in connection with the “go public” transaction). Additionally, subject to the common stock of the Company or its successor becoming traded on an established U.S. national securities exchange, the RSUs will vest in full, to the extent not vested previously, upon the termination of your employment pursuant to Sections 5.1 or 5.4 of this Agreement which occurs within three (3) months prior to, or within twelve (12) months following, the consummation of a change in control of the Company, as defined under the Company’s equity incentive plan, which occurs subsequent to the “go public” date (a “Change in Control”). Notwithstanding the foregoing, in the event that the RSUs are not assumed or continued by the successor or acquiror entity in such Change in Control, or not substituted for a similar award of the successor or acquiror entity, then effective as of immediately prior to, but subject to the occurrence of, such Change in Control, the unvested portion of such RSUs shall become immediately vested. The RSUs shall be subject to such other terms and conditions as shall be set forth in the Company’s equity incentive plan and separate award agreements. You will be required to execute a Restricted Stock Unit Grant Agreement in such form as provided by the Company as a prerequisite to receiving your RSUs.
(b) The Parties understand and agree that Employee’s award of RSUs as described herein is subject to the terms and conditions established within of this Agreement, the equity incentive plan, and any applicable grant agreement. It is further understood and agreed that Company cannot, and does not, make any guaranty or assurance that it will become, or assign the rights to this Agreement to, a publicly traded company. All RSUs shall be subject to Company’s 2014 Equity Incentive Plan or insider lockup period(s) applicable to each grant, which may limit Employee’s ability to sell any successor Company shares until after a set period after Company closes a transaction to go public. Amendment to Xxxxxxx Xxxxx Employment Agreement
(c) Company may deliver by email all documents relating to the equity compensation plan as may be in place from time incentive plan, the RSU grant agreement, Employee’s shares and/or RSUs with respect to time shares (including, without limitation, prospectuses and other documents required by the “Plan”) Securities and separate Award Agreements (as defined in the PlanExchange Commission and/or other applicable regulatory agencies), the Executive and/or all other documents that Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). Employee also shall be eligible to receive from time to time Stock Optionsagrees that Company may deliver these documents by posting them on a web site maintained by Company or by a third party under contract with Company. If Company posts these documents on a web site, 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 it will notify Employee by the Compensation Committee in its discretionemail.
(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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term).
Appears in 1 contract
Samples: Employment Agreement (Digital World Acquisition Corp.)
Equity Compensation. (i) During the Employment Term, the Executive shall be entitled to participate in the Company’s MOP and Bonus Programs and any other incentive, equity-based and deferred compensation plans and programs or arrangements or any successor programs or plans thereto or thereunder (collectively, the “Incentive Programs”), in each case, as may be in effect from time to time and as may be determined by the Board. Subject to the Executive’s making the Investment in the Company contemplated by Section 8 of this Agreement, the Committee will, as soon as practicable after Executive makes such Investment (but in no event later than five business days thereafter), award Option Rights (the “Initial Grant”) consistent with the provisions of Exhibit A, which Initial Grant will be awarded in four (4) tranches and will vest and otherwise be subject to the provisions set forth in the Executive’s Non-Qualified Stock Option Agreement to be entered into in the form of Exhibit A attached hereto; provided, that the Company’s stockholders shall approve an amendment to the MOP as set forth in Exhibit A prior to the earlier of a Change of Control or January 1, 2009, which the Blackstone Investor Group (as defined in the Stockholders Agreement) (“Blackstone”) represents it has sufficient votes to approve as of the Effective Date and which Blackstone shall vote for (the “Amendment”). In the event the Amendment is not approved by June 30, 2009, the Initial Grant shall be void ab initio and of no further force and effect. Failure to obtain stockholder approval for the Amendment by the earlier of a Change of Control or January 1, 2009 shall be a breach of this Section 4(c) and Exhibit A, entitling the Executive to terminate his employment for Good Reason. In all events, any equity award (or portion thereof) granted to the Executive that vests solely upon the Executive’s fulfillment of time and/or service requirements shall vest in full upon a “Change of Control” (as such term is defined in the MOP in effect as of the Effective Date, plus any amendments to such definition after the Effective Date which would result in a transaction not covered by the Change of Control definition in effect as of the Effective Date constituting a “Change of Control”). Except as otherwise set forth in Section 8 hereof, Shares acquired on exercise of any stock option will be subject to the terms and conditions established within of the Company’s 2014 Equity Incentive Plan or any successor equity compensation plan as may be in place from time to time (the “Plan”) Stockholders Agreement. The Company and separate Award Agreements (as defined in the Plan), the Executive also shall be eligible acknowledge that they will agree to receive from time provide the Company with the right 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 require the Executive and other executives of the Company to waive any registration rights with regard to such capitalized terms are defined in the Plan)shares upon an IPO, in amountswhich case the Company will implement an IPO bonus plan in cash, stock or additional options to compensate for the Executive’s and the other executives’ loss of liquidity; provided that if anythe Executive’s employment is terminated without Cause or for Good Reason, 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 then the Executive may have under the Plan shall fully 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 termination 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 grant made 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term)IPO bonus plan.
Appears in 1 contract
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 three (13) yearyears, 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term).
Appears in 1 contract
Equity Compensation. (i) During As soon as practicable after the Termend of the current period during which certain activities with respect to Patheon’s shares are prohibited or restricted (any such period, subject a “Blackout Period”)1, Executive will be granted (the date of such grant, the “Grant Date”), of an option to the terms and conditions established within the Companyacquire 5,000,000 of Patheon’s 2014 Equity Incentive Plan or any successor equity compensation plan as may be in place from time to time restricted voting shares (the “Initial Grant”). The Initial Grant will have a per-share exercise price equal to the closing price of the underlying shares on the Toronto Stock Exchange on the Grant Date and will vest in five (5) equal installments on each of the first five anniversaries of the Effective Date, in accordance with the Patheon’s 2011 Amended and Restated Incentive Stock Option Plan”) . In the event of a Change in Control, Executive’s unvested portion of the Initial Grant will become immediately vested and separate Award Agreements exercisable and remain in force for the duration of their original term (as defined described in the Planclause (ii) below), 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 All options granted to Executive will expire ten (the “2009 Plan”10) 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 years from the date of grant.
(iii) Executive will be required to comply with the terms of any share ownership guidelines applicable to senior executives of Patheon generally, as amended from time to time. Patheon will count ownership of any vested Options or other vested equity of Patheon (either from the Initial Grant or otherwise) toward meeting any ownership requirements instituted by Patheon.
(iv) As used in this Agreement, a “Change in Control, 2009 Change in Control, and/or Corporate Transaction” shall mean any of the following events:
(i) any “Person” (within the meaning of Section 13(d)(3) or 14(d)(2)) of the Securities Exchange Act of 1934, as applicableamended (the “Exchange Act”), other than JLL Partners or its affiliates, becomes a Beneficial Owner (within the meaning of Exchange Act Rule 13d-3) of more than fifty (50%) of the voting power of the then outstanding voting securities of Patheon entitled to vote generally in the election of directors;
(ii) there is consummated a merger or consolidation of Patheon or any direct or indirect subsidiary of Patheon with any other company, other than a merger or consolidation that would result in the voting securities of Patheon outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of Patheon or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or
1 The current Blackout Period is expected to end on March 10, if later, 2011.
(iii) the Termination Date (butstockholders of Patheon approve a plan of complete liquidation or dissolution of the company or there is consummated an agreement for the sale or disposition by Patheon of all or substantially all of its assets. However, in no event shall a “Change in Control” be deemed to have occurred for purposes of this Agreement solely because Patheon (or any Option remain exercisable beyond the expiration member of the term Patheon Group) engages in an internal reorganization, which may include a transfer of the Option); providedassets to, howeveror a merger or consolidation with, that in the event stock options under the Plan and/or the 2009 Plan are cancelled one 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term)more affiliates.
Appears in 1 contract
Samples: Employment Agreement (Patheon Holdings Cooperatief U.A.)
Equity Compensation. (i) During the Term, subject Notwithstanding any provision to the terms and conditions established within the Company’s 2014 Equity Incentive Plan contrary in any applicable plan, program or agreement, or any successor equity compensation plan as may be contrary provision 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) this Agreement in the event that either or both of the following occur:
(xi) a Change in Control in which the Executive’s employment is terminated on account of an Involuntary Termination Associated with a Change in Control; or
(as defined in the Plan), or (yii) a Change in Control (a “2009 Change in Control”) occurs, but the acquirer or Corporate Transaction (as such terms are defined in the 2009 Plan) during the Term, all Stock Options that successor fails to provide the Executive may have under the Plan shall vest and become exercisable, with equity compensation rights substantially comparable in value to the extent not already vested and exercisable, upon the occurrence of Executive’s unvested equity compensation rights immediately prior to the Change in Control; then all stock options, Restricted Stock 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 other equity rights held by the Executive under will become fully vested and/or exercisable, as the Plan or the 2009 Plancase may be, the “Options”); and (B) all as of the Options that date of the Executive may have (including those that vest and become exercisable pursuant to Executive’s Termination Date in the case of clause (Ai) or as 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 ControlControl in the case of clause (ii), 2009 and all stock options held by the Executive shall remain exercisable, notwithstanding anything in any other agreement governing such options, for the longer of (i) a period of twenty-four (24) months after the Executive’s Termination Date, or (ii) the period set forth in the award agreement covering the option (collectively, the “Change in Control, and/or Corporate Transaction, as applicable, or, if later, the Termination Date (but, in no event shall any Control Option remain exercisable beyond the expiration of the term of the OptionExpiration Date”); provided, however, that in no event will the event stock options under option be exercisable beyond its original term or, if not addressed in the Plan and/or grant agreement, then not later than the 2009 Plan are cancelled or otherwise terminated pursuant latest date that will avoid adverse tax consequences to the Plan or Executive (if such date is earlier than the 2009 Plan, as applicable, in connection with such Change in Control Option Expiration Date). For purposes of clause (ii) above, equity compensation provided by the acquiror 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 Section 3.1(c)(ii) successor shall be deemed an amendment substantially comparable to each Award Agreement the Executive’s unvested equity compensation rights immediately prior to the Change in Control only if (A) such unvested equity compensation rights are assumed by the acquiror or Stock Award Agreement successor on the same basis (including the same exchange ratio) as defined is provided to non-employee holders of such equity or, if none, on a basis substantially identical to such basis; or (B) such unvested equity compensation rights are replaced by equity compensation rights granted by the acquiror or successor which rights are materially identical in value to (employing the 2009 Plansame equity valuation methodology as the Company employed for financial accounting purposes immediately prior to the Change in Control) entered into and are subject to the same vesting schedule as was applicable to the unvested equity compensation rights held by the Executive evidencing a grant of Options, whether entered into immediately prior to the Effective Date or during the Term (but, Change in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term)Control.
Appears in 1 contract
Samples: Severance Agreement (Novell Inc)
Equity Compensation. (ia) During the TermExecutive will be entitled to participate in Holdings’ 2004 Stock Option Plan, 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 amended from time to time (the “Plan”) ), subject to the terms and separate Award Agreements (as defined in conditions of the Plan and any related option agreement contemplated by the Plan). The Board (or a committee thereof) may, the Executive also shall be eligible to receive from time to time Stock Optionsand upon the terms and conditions adopted thereby, 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 recommend that Executive be granted stock options under the Plan. Except as provided in Section 1.3(b), in amounts, if any, the granting of any such options will be at the sole discretion of the Board (or a committee thereof) and the Company will have no obligation to be approved by the Compensation Committee in its discretiongrant any such options.
(b) As of the Effective Date, Employee will be granted options (“Options”) under the Plan to purchase shares of common stock, par value $.01 per share (“Common Stock”), of Holdings, representing 2.5% of the sum of (i) the aggregate number of shares of Common Stock outstanding on the Effective Date and (ii) Notwithstanding anything set forth in the Plan or number of shares of Common Stock to be reserved for issuance on the Effective Date under the Company’s 2009 Equity Incentive stock option plan. The Options will be granted pursuant to and be governed by an option agreement and the Plan and will have the following terms in addition to those contained in such option agreement:
(i) 20% of the “2009 Plan”) to Options will vest and become exercisable on the contrary: (A) first Anniversary and the second Anniversary, and 5.0% of the Options will vest and become exercisable on the 17th day of each third calendar month after the Second Anniversary. Notwithstanding the foregoing, in the event of (x) a Change in Control (as defined in Executive’s Involuntary Termination before the Plan)second Anniversary, 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 those Options that would have become vested as provided above on the Executive may have under the Plan shall vest and become exercisablesecond Anniversary, to the extent not already vested and exercisableas provided above, upon the occurrence will become immediately vested as of the Change in Control, and all Incentive Stock Options or Nonstatutory Stock Options that the Executive may have under date of such Involuntary Termination;
(and as defined inii) the 2009 Plan shall vest and become exercisableOptions will have an exercise price of $82.60 per share of Common Stock;
(iii) in the event of any resignation by Executive or in the event of any termination of Executive’s employment hereunder, 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 are vested on the date of such resignation or termination must be exercised (if at all) within 30 days after 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 date of the term of the Option)such resignation or termination; provided, however, that in the event stock options under of Executive’s death or Involuntary Termination, such vested Options must be exercised (if at all) within 120 days after death or such Involuntary Termination;
(iv) in the Plan and/or event of a Change in Control, the 2009 Plan are cancelled or otherwise terminated pursuant to the Plan or the 2009 Plan, Options that have not become vested as applicable, in connection with provided above before such Change in Control will become immediately vested as of the date of such Change in Control. Notwithstanding the foregoing, the initial public offering of the Company’s capital stock under the Securities Act of 1933, as amended, will not constitute a Change in Control, unless such initial public offering results in Affiliates of Xxxxxxxxxxx & Co., LP or Corporate Transactionof Highfields Capital Management LP collectively (A) owning, directly or indirectly, less than a majority of the total voting power represented by the Company’s then outstanding Voting Securities and (B) ceasing to have the power through contract or otherwise to elect or appoint a majority of the members of the Board;
(v) as a condition to exercising any Options that are or become vested as provided above (other than as a result of a Change in Control), Executive will become a party to and be bound by that certain Stockholders Agreement dated as of June 17, 2004 (the “Stockholders Agreement”), among Holdings, U.S. Equity Partners II, LP, U.S. Equity Partners II (U.S. Parallel), LP, U.S. Equity Partners (Offshore) II, LP, Highfields Capital I LP, Highfields Capital II LP and Highfields Capital Ltd.;
(vi) upon termination of Executive’s employment hereunder for any reason, all of Executive’s Options may which are not then vested (and do not vest as a result of such termination) will be cancelled or otherwise terminated, forfeited and deemed canceled; and
(vii) the shares of Common Stock issuable in connection with the exercise of the Option will be subject to the Company’s Repurchase Right as applicable, on terms no less favorable than those provided to other similarly situated option holders. This Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by Plan and the Executive evidencing a option agreement relating to the grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term).
Appears in 1 contract
Samples: Employment Agreement (Harry & David Holdings, Inc.)
Equity Compensation. As of the Effective Time, (i) During the TermExecutive will be granted options on a number of shares of common stock of Parent (“Parent Common Shares”) equal to 0.42% of fully diluted ownership of Parent, subject pro forma for all Parent Common Shares and stock options on Parent Common Shares contemplated to be issued at or around the completion of the PanAmSat transaction pursuant to the Merger Agreement and assuming repurchases of all Parent Common Shares that, after the Effective Time, are expected to be repurchased pursuant to agreements in effect as of the Effective Time (each such option on each such Parent Common Share, a “New Option,” and, collectively, the “New Options”) having the terms and conditions established within the Company’s 2014 Equity Incentive Plan or any successor equity compensation plan provided below and such other terms and conditions not inconsistent therewith as may be provided for in place from time Parent’s 2005 Share Incentive Plan, including a strike price equal to time the fair market value of a Parent Common Share as of the Effective Time (as determined by an independent third party valuation firm, chosen by Parent in its discretion, on a date as near as practicable to the Effective Time) (the “PlanPer-Share Value”) 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”) options to the contrary: (A) in the event purchase shares 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 PanAmSat common stock held by the Executive under that are listed on Schedule 1 hereto (each such option, a “PanAmSat Option” and, collectively, the Plan or “PanAmSat Options”) shall be converted, at the 2009 PlanEffective Time, into options to purchase Parent Common Shares (each such option on each such Parent Common Share, a “Rollover Option,” collectively, the “Rollover Options,” and together with the New Options, the “Options”); and (B) all of having 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement same aggregate Spread (as defined below) as the PanAmSat Options. The per-share exercise price of the Rollover Option will (x) be set in a manner such that the fair market value per Parent Common Share less the exercise price of each Rollover Option is equal to the Spread and (y) be decreased to the lowest amount that would not fail to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and that would not otherwise create current taxation to the Executive. Such Rollover Options shall otherwise have the same terms and conditions (including vesting schedule) applicable to the PanAmSat Options. The “Spread” of an Option means the difference, if any, between (i) $25.00 (in the 2009 Plancase of a PanAmSat Option) entered into by and the Executive evidencing fair market value of a grant Parent Common Share as of Options, whether entered into prior the Effective Time (in the case of a Rollover Option) and (ii) the per-share exercise price thereof. The Options shall provide that any Parent Common Shares received upon exercise of Options shall be subject to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration terms of the TermShareholders Agreement by and among Parent and the Shareholders named therein, dated as of January 27, 2005, as amended (the “Shareholders Agreement”).
Appears in 1 contract
Samples: Employment Agreement (Intelsat LTD)
Equity Compensation. As of the Effective Time, (i) During the TermExecutive will be granted options on a number of shares of common stock of Parent (“Parent Common Shares”) equal to 0.84% of fully diluted ownership of Parent, subject pro forma for all Parent Common Shares and stock options on Parent Common Shares contemplated to be issued at or around the completion of the PanAmSat transaction pursuant to the Merger Agreement and assuming repurchases of all Parent Common Shares that, after the Effective Time, are expected to be repurchased pursuant to agreements in effect as of the Effective Time (each such option on each such Parent Common Share, a “New Option,” and, collectively, the “New Options”) having the terms and conditions established within the Company’s 2014 Equity Incentive Plan or any successor equity compensation plan provided below and such other terms and conditions not inconsistent therewith as may be provided for in place from time Parent’s 2005 Share Incentive Plan, including a strike price equal to time the fair market value of a Parent Common Share as of the Effective Time (as determined by an independent third party valuation firm, chosen by Parent in its discretion, on a date as near as practicable to the Effective Time) (the “PlanPer-Share Value”) 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”) options to the contrary: (A) in the event purchase shares 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 PanAmSat common stock held by the Executive under that are listed on Schedule 1hereto (each such option, a “PanAmSat Option” and, collectively, the Plan or “PanAmSat Options”) shall be converted, at the 2009 PlanEffective Time, into options to purchase Parent Common Shares (each such option on each such Parent Common Share, a “Rollover Option,” collectively, the “Rollover Options,” and together with the New Options, the “Options”); and (B) all of having 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement same aggregate Spread (as defined below) as the PanAmSat Options. The per-share exercise price of the Rollover Option will (x) be set in a manner such that the fair market value per Parent Common Share less the exercise price of each Rollover Option is equal to the Spread and (y) be decreased to the lowest amount that would not fail to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and that would not otherwise create current taxation to the Executive. Such Rollover Options shall otherwise have the same terms and conditions (including vesting schedule) applicable to the PanAmSat Options. The “Spread” of an Option means the difference, if any, between (i) $25.00 (in the 2009 Plancase of a PanAmSat Option) entered into by and the Executive evidencing fair market value of a grant Parent Common Share as of Options, whether entered into prior the Effective Time (in the case of a Rollover Option) and (ii) the per-share exercise price thereof. The Options shall provide that any Parent Common Shares received upon exercise of Options shall be subject to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration terms of the TermShareholders Agreement by and among Parent and the Shareholders named therein, dated as of January 27, 2005, as amended (the “Shareholders Agreement”).
Appears in 1 contract
Samples: Employment Agreement (Intelsat LTD)
Equity Compensation. Subject to the terms and conditions of this Agreement, the Employee shall be eligible to receive, as additional compensation, awards of equity compensation (i) During each an “Equity Award”), under the TermCompany’s 2019 Equity Incentive Plan, as amended, or any successor equity incentive plan adopted by the Company from time to time after the Effective Date (the “Equity Plan”), including under the Company’s Long-Term Incentive Program adopted in 2023 under the Equity Plan (the “LTIP”). All Equity Awards shall be granted subject to the terms and conditions established within of the Equity Plan and an equity award agreement (each, an “Award Agreement”) to be entered into between the Company and Employee as of the grant date of such Equity Award. The Company grants its employees Equity Awards as additional long-term incentive compensation to better align employees’ interests with those of the Company’s 2014 stockholders. Accordingly, any Equity Incentive Plan or any successor equity compensation plan as may be in place from time Award granted to time (Employee by the “Plan”) and separate Award Agreements (as defined in the Plan), the Executive also Company shall be eligible subject 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 forfeiture until vesting. As set forth in the Equity Plan and the applicable Award Agreement, vesting of these Equity Awards may occur as a result of Employee’s continued service with the Company through designated vesting dates (a “Service-Based Award”), or as a result of the Employee’s or the Company’s 2009 Equity Incentive Plan (achievement of certain performance objectives established by the “2009 Plan”Board from time to time, subject to Employee’s continued employment with the Company through the date the Board determines the performance objective(s) to the contrary: (A) in the event of (x) a Change in Control (as defined in the Plan), or (y) a Change in Control has been achieved (a “2009 Change Performance-Based Award”). Awards granted under the LTIP generally will consist of a Service-Based Award and a Performance-Based Award, both of which shall vest over a three-(3)-year period; however, the granting, term, composition, and amount of any Equity Awards granted under the LTIP and the Equity Plan are subject to the discretion of the Compensation Committee (who administers the Equity Plan and all Equity Awards granted thereunder), and nothing herein is, nor should it be interpreted or construed as being, an offer or a guarantee that Employee will be granted any Equity Award, including under the LTIP and the Equity Plan, at any time, or in Control”) or Corporate Transaction (any amount. For the avoidance of doubt, except as such terms are defined otherwise agreed by the Company in the 2009 Plan) writing, Employee shall not be guaranteed any minimum Equity Award at any time during the Employment 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term).
Appears in 1 contract
Samples: Executive Employment Agreement (Riot Platforms, Inc.)
Equity Compensation. During the Employment Term, the Executive will be eligible to participate in the Company’s MOP and any other incentive, equity-based and deferred compensation plans and programs or arrangements as may be determined by the Board or any successor programs or plans thereto or thereunder, in each case, as may be in effect from time to time and as may be determined by the Board. The Committee will, as soon as practicable after the Effective Date, award 150,000 Option Rights (the “Initial Grant”), which Initial Grant will be awarded in four (4) tranches and will vest and otherwise be subject to the provisions set forth in the Executive’s Non-Qualified Stock Option Agreement to be entered into in the form of Exhibit A attached hereto; provided, that in the event that (i) During to the Termextent such amendment is necessary to effectuate the grant hereunder, the Company’s stockholders shall fail to approve an amendment to the MOP as set forth in Exhibit A prior to the earlier of a Change of Control or June 30, 2009, which the Blackstone Investor Group (as defined in the Stockholders Agreement) (“Blackstone”) represents it has sufficient votes to approve as of the Effective Date and which Blackstone shall vote for (the “Amendment”) or (ii) the Executive fails to make the Investment in the Company in accordance with Section 8 of this Agreement, the Initial Grant shall immediately be void ab initio and of no further force and effect. To the extent such amendment is necessary to effectuate the grant hereunder, failure to obtain stockholder approval for the Amendment by the earlier of a Change of Control or June 30, 2009 shall be a breach of this Section 4(c) and Exhibit C, entitling the Executive to terminate his employment for Good Reason. In all events, any equity award (or portion thereof) granted to the Executive that vests solely upon the Executive’s fulfillment of time and/or service requirements shall vest in full upon a “Change of Control” (as such term is defined in the MOP in effect as of the Effective Date, plus any amendments to such definition after the Effective Date which would result in a transaction not covered by the Change of Control definition in effect as of the Effective Date constituting a “Change of Control”). Shares acquired on exercise of any stock option will be subject to the terms and conditions established within of the Company’s 2014 Equity Incentive Plan or any successor equity compensation plan as may be in place from time to time (the “Plan”) Stockholders’ Agreement. The Company and separate Award Agreements (as defined in the Plan), the Executive also shall be eligible acknowledge that they will agree to receive from time provide the Company with the right 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 require the Executive and other executives of the Company to waive any registration rights with regard to such capitalized terms are defined in the Plan)shares upon an IPO, in amountswhich case the Company will implement an IPO bonus plan in cash, stock or additional options to compensate for the Executive’s and the other executives’ loss of liquidity; provided that if anythe Executive’s employment is terminated without Cause or for Good Reason, 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 then the Executive may have under the Plan shall fully 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 termination 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 grant made 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term)IPO bonus plan.
Appears in 1 contract
Equity Compensation. (i) During Subject to approval by the TermBoard, the Employer shall grant the Executive an option to purchase 5,023,000 shares of the Employer’s common stock (the “Option”). The Option shall have an exercise price equal to the fair market value of a share of the Employer’s common stock on the grant date, as determined by the Board. Subject to approval of the Board, the Option shall be granted prior to the Closing Date under the Employer’s 2013 Stock Incentive Plan (the “2013 Plan”), and the Option shall be subject to the terms and conditions established within of the Company’s 2014 Equity Incentive 2013 Plan or any successor equity compensation plan and the applicable stock option grant notice and stock option agreement. Except as may be otherwise provided in place from time to time (the “Plan”) and separate Award Agreements (as defined in the Plan)this Agreement, the Executive also Option shall vest over four (4) years at a rate of 1/48th of the total shares subject to the Option each month following the Closing Date, subject to the Executive’s continuous service to the Employer as of each such vesting date. In the event that the Business Combination Agreement is terminated pursuant to its terms or the transactions contemplated thereby are not otherwise consummated, the Option shall automatically terminate and 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 forfeited by the Compensation Committee in its discretionExecutive for no consideration.
(ii) Notwithstanding anything set forth in The following provisions shall apply to any award granted to the Plan or Executive under the Company’s 2009 2013 Plan, the Heliogen, Inc. 2021 Equity Incentive Plan (the “2009 2021 Plan”) or any successor plan (collectively, the “Equity Awards”) to the contrary: extent the Equity Awards are assumed, continued or substituted by the surviving or acquiring entity (Aor its parent) in the event of (x) connection with a Change “change in Control control” (as defined in the Plan), applicable plan) and the Executive continues to provide services to the Employer or its successor following such change in control:
(yA) a Change in Control (a “2009 Change in Control”) or Corporate Transaction (except as such terms are defined otherwise provided in the 2009 change in control transaction’s definitive agreement, the 2013 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 2021 Plan or the 2009 Planapplicable Equity Award agreement (collectively, the “OptionsEquity Award Documents”), the Equity Awards subject to vesting solely on account of completing periods of service (collectively, the “Time-Based Equity Awards”) shall accelerate and become fully vested and exercisable or non-forfeitable in the event of a Qualifying Termination (as defined in Section 5.6) within twelve (12) months following the consummation of such change in control; and and
(B) all other Equity Awards, including but not limited to performance stock units vesting based on achieving pre-established performance goals (collectively, the “Performance-Based Equity Awards”), shall be governed by the terms 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 Section 3.1(c)(ii) shall be deemed an amendment to each applicable Equity Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term)Documents.
Appears in 1 contract
Samples: Executive Employment Agreement (Athena Technology Acquisition Corp.)
Equity Compensation. (a) On July 15, 2004, the Company granted to you an option to purchase 15,625 shares of the common stock of the Company upon the terms and conditions set forth in the Company's 2001 Equity Incentive Plan (the "Plan") and that certain Employee Option Grant Agreement entered into between the Company and you as of July 15, 2004 (the "Option Agreement"). The Option Agreement will be amended on or after the date hereof to provide that (i) During in the Termevent of a Change in Control of the Company (as defined in the Plan but EXCLUDING an initial public offering of the Company's common stock (the "IPO")), on the date of, and immediately prior to, the consummation of such Change in Control, one-half (1/2) of the unvested portion of such option shall vest and become exercisable, and the balance of the unvested shares subject to such option shall continue to vest ratably as provided in the Option Agreement, and (ii) if your employment is terminated by the Company without Cause (as defined below) and such termination is in connection with, and within 18 months after, a Change in Control, all of the unvested shares subject to such option shall fully vest on the later of (A) your termination of employment with the Company, and (B) the consummation of such Change in Control.
(b) Effectively promptly after the closing of the IPO, the Company will further grant to you an option to purchase 4,000 shares of the Company's common stock upon the terms and conditions of the Plan and its then-current form of Employee Option Grant Agreement. The exercise price for such grant shall be equal to the per-share IPO price. The option will vest subject to the terms and conditions established within set forth in the Company’s 2014 Equity Incentive Plan or any successor equity compensation plan as may be and the then-current form of Employee Option Grant Agreement; PROVIDED, that in place from time to time (the “Plan”) and separate Award Agreements event of a Change in Control of the Company (as defined in the PlanPlan but EXCLUDING the IPO), on the Executive also shall be eligible to receive from time to time Stock Optionsdate of, Stock Appreciation Rightsand immediately prior to, Restricted Stock, Stock Units, Performance Shares, Performance Units, Incentive Bonus Awards, Other Cash-Based Awards and/or Other Stock-Based Awards (as the consummation of 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”, one-half (1/2) or Corporate Transaction (as of the unvested portion of such terms are defined in the 2009 Plan) during the Term, all Stock Options that the Executive may have under the Plan option shall vest and become exercisable, to and the extent not already vested and exercisable, upon the occurrence balance of the unvested shares subject to such option shall continue to vest ratably as provided in the then-current form of the Employee Option Grant Agreement; PROVIDED, HOWEVER, that if your employment is terminated by the Company without Cause and such termination is in connection with, and within 18 months after, a 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 unvested shares subject to such option shall fully vest on the Executive may have later of (including those that vest i) your termination of employment with the Company, and become exercisable pursuant to clause (Aii) the consummation 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 such Change in Control, 2009 Change .
(c) Pursuant to a Restricted Stock Agreement substantially in Control, and/or Corporate Transaction, the form attached hereto as applicable, or, if laterEXHIBIT A, the Termination Date (but, in no event shall any Option remain exercisable beyond the expiration Company will grant to you 8,125 shares of common stock of the term of the Option); provided, however, that in the event stock options under the Plan and/or the 2009 Plan Company which are cancelled or otherwise terminated pursuant subject to the Plan or the 2009 Plan, certain contractual restrictions 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term)set forth therein.
Appears in 1 contract
Samples: Employment Agreement (optionsXpress Holdings, Inc.)
Equity Compensation. (i) During the Term, subject Notwithstanding any provision to the terms and conditions established within the Company’s 2014 Equity Incentive Plan contrary in any applicable plan, program or agreement, or any successor equity compensation plan as may be contrary provision 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) this Agreement in the event that either or both of (x) the following occur: a Change in Control (as defined in which the Plan), Executive’s employment is terminated on account of an Involuntary Termination Associated with a Change in Control; or (y) a Change in Control (a “2009 Change in Control”) occurs, but the acquirer or Corporate Transaction (as such terms are defined in the 2009 Plan) during the Term, all Stock Options that successor fails to provide the Executive may have under the Plan shall vest and become exercisable, with equity compensation rights substantially comparable in value to the extent not already vested and exercisable, upon the occurrence of Executive’s unvested equity compensation rights immediately prior to the Change in Control; then all stock options, Restricted Stock 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 other equity rights held by the Executive under will become fully vested and/or exercisable, as the Plan or the 2009 Plancase may be, the “Options”); and (B) all as of the Options that date of the Executive may have (including those that vest and become exercisable pursuant to Executive’s Termination Date in the case of clause (Ai) or as 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 ControlControl in the case of clause (ii), 2009 and all stock options held by the Executive shall remain exercisable, notwithstanding anything in any other agreement governing such options, for the longer of (i) a period of twenty-four (24) months after the Executive’s Termination Date, or (ii) the period set forth in the award agreement covering the option (collectively, the “Change in Control, and/or Corporate Transaction, as applicable, or, if later, the Termination Date (but, in no event shall any Control Option remain exercisable beyond the expiration of the term of the OptionExpiration Date”); provided, however, that in no event will the event stock options under option be exercisable beyond its original term or, if not addressed in the Plan and/or grant agreement, then not later than the 2009 Plan are cancelled or otherwise terminated pursuant latest date that will avoid adverse tax consequences to the Plan or Executive (if such date is earlier than the 2009 Plan, as applicable, in connection with such Change in Control Option Expiration Date). For purposes of clause (ii) above, equity compensation provided by the acquiror 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 Section 3.1(c)(ii) successor shall be deemed an amendment substantially comparable to each Award Agreement the Executive’s unvested equity compensation rights immediately prior to the Change in Control only if (A) such unvested equity compensation rights are assumed by the acquiror or Stock Award Agreement successor on the same basis (including the same exchange ratio) as defined is provided to non-employee holders of such equity or, if none, on a basis substantially identical to such basis or (B) such unvested equity compensation rights are replaced by equity compensation rights granted by the acquiror or successor which rights are materially identical in value to (employing the 2009 Plansame equity valuation methodology as the Company employed for financial accounting purposes immediately prior to the Change in Control) entered into and are subject to the same vesting schedule as was applicable to the unvested equity compensation rights held by the Executive evidencing a grant of Options, whether entered into immediately prior to the Effective Date or during the Term (but, Change in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term)Control.
Appears in 1 contract
Samples: Severance Agreement (Novell Inc)
Equity Compensation. (i) During the Term, subject pursuant to the terms and conditions established within of the Company’s 2014 LifeCell Corporation Equity Incentive Compensation Plan adopted on July 19, 2005 (the “2005 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)time, the Executive also Employee shall be eligible to receive receive, from time to time Stock Optionstime, 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 anyand subject to such terms, to be approved conditions and restrictions, as determined by the Compensation Committee in its sole discretion. Awards granted to Employee, if any, will be subject the terms and conditions established within the 2005 Plan (as amended from time to time) or any successor equity compensation plan as may be in place from time to time, as applicable, and the separate option agreement, restricted stock purchase agreement or stock award agreement between Employer and Employee that sets forth the terms and conditions of the Award (e.g., exercise price, expiration date and vesting schedule of Options; the restricted period and/or other restrictions such as performance objectives relating to Stock Awards). Capitalized terms used in this Section 3.01(C)(i) and not otherwise defined in this Agreement shall have the meanings assigned thereto in the 2005 Plan.
(ii) Notwithstanding anything any provision of the (a) 2005 Plan or any predecessor plan thereto, including clause (iii) of Section 16(b) of the 2005 Plan, (b) terms of any outstanding Nonstatutory Stock Options granted to Employee prior to the Commencement Date under the 2005 Plan or any predecessor plan thereof, or (c) terms of any Options (whether Nonstatutory Stock Options or Incentive Stock Options) that may be granted to Employee under the 2005 Plan on or subsequent to the Commencement Date to the contrary, Nonstatutory Stock Options granted to Employee under the 2005 Plan or any predecessor plan prior to the Commencement Date and Options (whether Nonstatutory Stock Options or Incentive Stock Options) granted to Employee under the 2005 Plan on or subsequent to the Commencement Date shall not be canceled pursuant to the 2005 Plan in connection with a Corporate Transaction Event, unless Employee has been provided an opportunity to exercise such Options (whether or not then exercisable) for a period of no less than three days prior to the date of such Corporate Transaction Event. For purposes of this Section 3.01(C)(ii), capitalized terms used in the preceding sentence and not otherwise defined in this Agreement shall have the meanings assigned thereto in the 2005 Plan.
(iii) Except as otherwise may be specifically set forth in a separate option agreement, restricted stock purchase agreement or stock award agreement entered into between Employer and Employee after the Plan or Commencement Date, upon the Company’s 2009 Equity Incentive Plan (the “2009 Plan”) to the contrary: (A) in the event occurrence of (x) a Change in Control (as defined in the Plan), or (ySection 4.02(D)(ii) a Change in Control (a “2009 Change in Control”) or Corporate Transaction (as such terms are defined in the 2009 Planbelow) during the Term, all Stock Options that the Executive may have under the Plan stock options and any other equity-based compensation shall vest and become exercisablevested immediately and, to the extent not already vested and exercisableif applicable, 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 exercisable 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) Employee for a period of one the longer of the exercise period in effect immediately prior to the Change in Control or the period ending ninety (190) year, measured from days after the effective 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term).
Appears in 1 contract
Samples: Employment Agreement (Lifecell Corp)
Equity Compensation. (i) a. During the Term, subject Executive shall be eligible to receive from time to time such additional equity grants or awards, if any, pursuant to the terms and conditions established within of the Company’s 2014 2016 Equity Incentive Plan (the “Plan”) (or any successor equity compensation plan as may be in place from time to time (the “Plan”time) 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 may be approved by the Board or the Compensation Committee in its discretion. Such grants or awards will be subject to the terms and conditions of the Plan (or any successor plan) and such other terms and conditions as the Board or the Compensation Committee in its discretion may establish.
(ii) Notwithstanding anything set forth in b. The Parties acknowledge, pursuant to the Plan or the Company’s 2009 Equity Incentive Plan Employment Agreement, on May 4, 2017, Executive received a grant of options (the “2009 PlanOption Grant”) to the contrary: (A) in the event purchase up to 511,113 shares 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 our Common Stock Options that the Executive may have under pursuant to the Plan shall with an exercise price of $5.00 per share, which was repriced to $4.50 per share in September 2017, of which fifty-three percent (53%) were fully vested when issued, forty percent (40%) vest and become exercisable, to the extent not already vested and exercisable, in a series of twelve (12) successive equal quarterly installments upon the occurrence completion of each successive calendar quarter of active service over the Change in Control, and all Incentive Stock Options or Nonstatutory Stock Options that the Executive may have under three (and as defined in3) 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 year period of one (1) year, measured from the date of the Change in Control, 2009 Change in Control, and/or Corporate Transactiongrant, as applicable, or, if later, was determined by the Termination Date (but, in no event shall any Option remain exercisable beyond the expiration Compensation Committee of the term of the Option); providedBoard, howeverand seven percent (7%) will not become fully vested until three years from December 22, that in the event stock options under the Plan and/or the 2009 Plan are cancelled or otherwise terminated pursuant 2016. Pursuant to the Plan or the 2009 Plan, as applicable, in connection with such Change in Control or Corporate TransactionEmployment Agreement, Executive’s Options may be cancelled or otherwise terminatedOption Grant contained the following additional terms:
(1) Upon the “change-in-control” of the Company, as applicable, on terms no less favorable than those provided to other similarly situated option holders. This Section 3.1(c)(ii) any unvested options shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into become fully vested immediately prior to such “change-in-control”. “Change of Control” shall mean the Effective Date consummation of any one of the following events: (i) a sale, lease, transfer or during other disposition of all or substantially all of the Term assets of the Company; (butii) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration which the stockholders of the Term)Company immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the Company’s outstanding voting power of the surviving entity following the consolidation, merger or reorganization; or (iii) any transaction (or series of related transactions involving a person or entity, or a group of affiliated persons or entities) in which in excess of fifty percent (50%) of the Company’s then-outstanding voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company and excluding any such change of voting power resulting from a bona tide equity financing event or public offering of the stock of the Company.
Appears in 1 contract
Equity Compensation. (i) During the Employment Term, the Executive will be eligible to participate in the Company’s MOP and any other incentive, equity-based and deferred compensation plans and programs or arrangements as may be determined by the Board or any successor programs or plans thereto or thereunder (collectively, the “Incentive Programs”), in each case, as may be in effect from time to time and as may be determined by the Board, on a basis no less favorable to the Executive than to other senior executives who participate in such Incentive Programs (other than with respect to the Chief Executive Officer of the Company or an executive’s commencement of employment with, or promotion within, the Company) generally. Subject to the Executive’s making the Investment in the Company contemplated by Section 8 of this Agreement, the Committee will, as soon as practicable after the Executive makes such Investment (but in no event later than five business days thereafter), award 175,000 Option Rights (the “Initial Grant”), which Initial Grant will be awarded in two (2) tranches, will vest and otherwise be subject to the provisions set forth in the Executive’s Non-Qualified Stock Option Agreement to be entered into in the form of Exhibit C attached hereto; provided, that the Company’s stockholders shall approve an amendment to the MOP as set forth in Exhibit C prior to the earlier of a Change of Control (as defined in the MOP) or January 1, 2009, which the Blackstone Investor Group (as defined in the Stockholders Agreement) (“Blackstone”) represents it has sufficient votes to approve as of the Effective Date and which Blackstone shall vote for (the “Amendment”). In the event the Amendment is not approved by June 30, 2009, the Initial Grant shall be void ab initio and of no further force and effect. Failure to obtain stockholder approval for the Amendment by the earlier of a Change of Control or January 1, 2009 shall be a breach of this Section 4(c) and Exhibit C, entitling the Executive to terminate his employment for Good Reason. In all events, any equity award (or portion thereof) granted to the Executive that vests solely upon the Executive’s fulfillment of time and/or service requirements shall vest in full upon a “Change of Control” (as such term is defined in the MOP in effect as of the Effective Date, plus any amendments to such definition after the Effective Date which would result in a transaction not covered by the Change of Control definition in effect as of the Effective Date constituting a “Change of Control”). Except as otherwise set forth in Section 8 hereof, Shares acquired on exercise of any stock option will be subject to the terms and conditions established within of the Company’s 2014 Equity Incentive Plan or any successor equity compensation plan as may be in place from time to time (the “Plan”) Stockholders’ Agreement. The Company and separate Award Agreements (as defined in the Plan), the Executive also shall be eligible acknowledge that they will agree to receive from time provide the Company with the right 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 require the Executive and other executives of the Company to waive any registration rights with regard to such capitalized terms are defined in the Plan)shares upon an IPO, in amountswhich case the Company will implement an IPO bonus plan in cash, stock or additional options to compensate for the Executive’s and the other executives’ loss of liquidity; provided that if anythe Executive’s employment is terminated without Cause or for Good Reason, 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 then the Executive may have under the Plan shall fully 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 termination 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 grant made 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term)IPO bonus plan.
Appears in 1 contract
Equity Compensation. The Company shall grant equity awards as of the date hereof to the Executive that represent, in the aggregate, 5% of the Company’s issued and outstanding common stock (i“Common Stock”) During determined on a fully diluted basis as of the Termdate of grant (the “Equity Awards”), with 75% of the Equity Awards being granted as restricted stock units (the “RSUs”) and with the remaining 25% of the Equity Awards being granted as stock options (the “Options”). The Equity Awards shall be subject to the terms and conditions established within of 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 Cash2013 Long-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 Term Incentive Plan (the “2009 PlanLTIP”) and of the award agreements attached hereto as Exhibit A and Exhibit B, which agreements shall provide, among other things, that:
(i) The Options shall be granted with an exercise price equal to the contrary: fair market value of the Common Stock on the date of grant, determined in accordance with the terms of the LTIP;
(Aii) the Equity Awards shall vest in three (3) substantially equal installments on each of the event first, second, and third anniversary of the date of grant, provided the Executive is employed by the Company through the applicable vesting date;
(xiii) all unvested Equity Awards shall become one hundred percent (100%) fully vested on the closing date of a Change in Control (as defined in the PlanLTIP), provided the Executive is employed by the Company on such date;
(iv) fifty percent (50%) of any unvested Equity Awards shall become fully vested on the date that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason; and
(yv) vested RSUs, determined after applying the provisions for Article III below, shall be settled and converted into shares of Common Stock on the first to occur of the following: (a) a Change in Control Control, as defined by the LTIP, or (a “2009 Change in Control”b) 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 termination of the Change in Control, and all Incentive Stock Options or Nonstatutory Stock Options that Executive’s employment with 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 Company for any reason other than 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) Company 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term)Cause.
Appears in 1 contract
Equity Compensation. (i) During On or as soon as reasonably practicable following the TermEffective Date and contingent upon approval by the Compensation Committee of the Board (the “Compensation Committee”), Executive will be granted the following equity awards pursuant to the terms of Holdings’ 2021 Long-Term Incentive Plan (the “LTIP”): (i) an award of stock options (the “Options”) subject to Holdings’ stock option agreement (the “Option Agreement”) that will be entered into with Executive to purchase a number of shares having a grant date fair market value of approximately $1,312,500, which will be subject to the terms terms, conditions, and conditions established within limitations set forth in the Company’s 2014 Equity Incentive Plan or any successor equity compensation plan as may be in place from time to time LTIP and the Option Agreement, including, without limitation, vesting and forfeiture provisions, and (ii) an award of restricted stock units (the “PlanRSUs”) subject to Holdings’ restricted stock unit award agreement (the “RSU Agreement”) that will be entered into with Executive for a number of Holdings common shares having a grant date fair market value of approximately $437,500, which will be subject to the terms, conditions, and separate Award Agreements (as defined limitations set forth in the Plan)LTIP and the RSU Agreement, the Executive also shall be eligible to receive from time to time Stock Optionsincluding without limitation, Stock Appreciation Rightsvesting and forfeiture provisions, Restricted Stock, Stock Units, Performance Shares, Performance Units, Incentive Bonus Awards, Other Cash-Based Awards and/or Other Stock-Based Awards (each as such capitalized terms are defined in the Plan), in amounts, if any, to be approved determined by the Compensation Committee in its discretionaccordance with Holdings’ grant practices.
(ii) Pursuant to the Option Agreement, the Options shall vest in equal installments on the first four anniversaries of the date on which they are granted (the “Grant Date”), subject to continued employment on the applicable vesting date and the terms of the Option Agreement. Notwithstanding anything set forth in the Plan LTIP or the Company’s 2009 Equity Incentive Plan (the “2009 Plan”) Option Agreement to the contrary: (A) , in the event of (x) Executive’s employment is terminated without Cause or Executive resigns for Good Reason, in either case within 12 months following a Change in Control (as defined in the PlanLTIP), all unvested Options will vest and become exercisable effective immediately prior to the Date of Termination (as defined below), and otherwise subject to the terms of this Agreement, provided that Executive timely executes, delivers, and does not revoke the Release (as defined below). The per share exercise price of the Options will be equal to the fair market value of the shares on the Grant Date as determined by the Compensation Committee pursuant to the LTIP.
(iii) The RSUs shall vest in equal installments on the first four anniversaries of the Effective Date, subject to continued employment on the applicable vesting date and the terms of the RSU Agreement. In the event Executive’s employment is terminated without Cause or (y) Executive resigns for Good Reason, in either case within 12 months following the date of a Change in Control (a “2009 Change in Control”) or Corporate Transaction (as such terms are defined in the 2009 PlanLTIP), all unvested RSUs will fully vest [and be settled] effective immediately prior to the Date of Termination, provided that Executive timely executes, delivers and does not revoke, the Release.
(iv) In addition, during the Term, all Stock Options Executive will be eligible to participate in and may receive additional awards under any of Holdings’ equity incentive award plans and programs as in effect from time to time, with any new equity incentive grants made in the sole discretion of the Board or the Compensation Committee and with the expectation that the Executive may have will receive an annual equity incentive grant under the Plan shall vest and become exercisable, to the extent not already vested and exercisable, upon the occurrence LTIP or such other equity incentive award plans or programs of the Change Company. The grant date fair value of Executive’s annual equity incentive grant shall be initially targeted at 100% of his Annual Base Salary, it being understood that all equity incentive grants are made 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 sole discretion of the Corporate Transaction Board or the 2009 Change in Control (all such options held Compensation Committee and may vary year-to-year based on benchmarking, performance or other considerations as may be determined by the Board or Compensation Committee in its discretion. The grant date fair value of Executive’s first annual equity incentive grant shall be pro-rated based on the number of days between the Start Date and December 31, 2022.
(v) Executive under will have no legally binding right to any equity awards until awarded to Executive by the Plan or the 2009 Plan, the “Options”); Compensation Committee and (B) all contingent upon execution 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) award agreements for a period of one (1) year, measured from the date of the Change in Control, 2009 Change in Control, and/or Corporate Transactionsuch awards, 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term).
Appears in 1 contract
Samples: Employment Agreement (Lindblad Expeditions Holdings, Inc.)
Equity Compensation. (i) During the Term, subject pursuant to the terms and conditions established within of the Company’s 2014 LifeCell Corporation Equity Incentive Compensation Plan adopted on July 19, 2005 (the “2005 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)time, the Executive also Employee shall be eligible to receive receive, from time to time Stock Optionstime, 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 anyand subject to such terms, to be approved conditions and restrictions, as determined by the Compensation Committee in its sole discretion. Awards granted to Employee, if any, will be subject the terms and conditions established within the 2005 Plan (as amended from time to time) or any successor equity compensation plan as may be in place from time to time, as applicable, and the separate option agreement, restricted stock purchase agreement or stock award agreement between Employer and Employee that sets forth the terms and conditions of the Award (e.g., exercise price, expiration date and vesting schedule of Options; the restricted period and/or other restrictions such as performance objectives relating to Stock Awards). Capitalized terms used in this Section 3.01(C)(i) and not otherwise defined in this Agreement shall have the meanings assigned thereto in the 2005 Plan.
(ii) Notwithstanding anything any provision of the (a) 2005 Plan or any predecessor plan thereto, including clause (iii) of Section 16(b) of the 2005 Plan, (b) terms of any outstanding Nonstatutory Stock Options granted to Employee prior to the Commencement Date under the 2005 Plan or any predecessor plan thereof, or (c) terms of any Options (whether Nonstatutory Stock Options or Incentive Stock Options) that may be granted to Employee under the 2005 Plan on or subsequent to the Commencement Date to the contrary, Nonstatutory Stock Options granted to Employee under the 2005 Plan or any predecessor plan prior to the Commencement Date and Options (whether Nonstatutory Stock Options or Incentive Stock Options) granted to Employee under the 2005 Plan on or subsequent to the Commencement Date shall not be canceled pursuant to the 2005 Plan in connection with a Corporate Transaction Event, unless Employee has been provided an opportunity to exercise such Options (whether or not then exercisable) for a period of no less than three days prior to the date of such Corporate Transaction Event. For purposes of this Section 3.01(C)(ii), capitalized terms used in the preceding sentence and not otherwise defined in this Agreement shall have the meanings assigned thereto in the 2005 Plan.
(iii) Except as otherwise may be specifically set forth in a separate option agreement, restricted stock purchase agreement or stock award agreement entered into between Employer and Employee after the Plan or Commencement Date, upon the Company’s 2009 Equity Incentive Plan (the “2009 Plan”) to the contrary: (A) in the event occurrence of (x) a Change in Control (as defined in the Plan), or (ySection 4.02(D)(ii) a Change in Control (a “2009 Change in Control”) or Corporate Transaction (as such terms are defined in the 2009 Planbelow) during the Term, all Stock Options that the Executive may have under the Plan stock options and any other equity-based compensation shall vest and become exercisablevested immediately and, to the extent not already vested and exercisableif applicable, 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 exercisable 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) Employee for a period of one the longer of the exercise period in effect immediately prior to the Change in Control or the period ending ninety (190) year, measured from days after the effective date of the Change in Control. Notwithstanding the foregoing, 2009 Change in Controlwith respect to the restricted stock award consisting of a retention stock award and a performance stock award granted to Employee pursuant to the restricted stock award agreement between Employer and Employee dated as of July 20, and/or Corporate Transaction2005 (the “Special 2005 Restricted Stock Award Agreement”), 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 of a Change in Control on 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during Vesting Date, the Term (butrestrictions applicable to all of the Retention Shares and the restrictions applicable to only 29,978 of the Performance Shares shall lapse. For purposes of the preceding sentence only, capitalized terms that otherwise are not defined in no event this Agreement shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or have the meanings assigned thereto in the Special 2005 Restricted Stock Award Agreement entered into after expiration of the Term)Agreement.
Appears in 1 contract
Samples: Employment Agreement (Lifecell Corp)
Equity Compensation. Within 30 days following your Employment Date, the Compensation Committee will grant to you restricted stock units (i“RSUs”) During the Term, subject to the terms and conditions established within for 653,100 shares of the Company’s 2014 Equity Series G common stock (the “Initial Grant”) under its 2005 Stock 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 The Initial Grant will be made under a restricted stock unit agreement, and shall be eligible subject to receive from time a Stockholders Agreement that will include certain restrictions on transfer 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 discretionother stockholders and other restrictions and conditions.
(iia) Notwithstanding anything set forth in No RSUs will vest until the Plan or earliest to occur of: (i) the date that is six (6) months after the effective date of an initial public offering of the Company’s 2009 Equity Incentive Plan securities, (ii) the “2009 Plan”) to the contrary: (A) in the event date of (x) a Change in Control (as defined in below) or (iii) June 10, 2012 provided that you arc still employed on such date, (and each of the Planforegoing (i), (ii) or (yiii) being an “Initial Vesting Event”),
(b) The number of RSUs that vest on an Initial Vesting Event shall be calculated as follows: (i) if you have been employed for at least one year from the date of grant of the RSUs, whether or not you are employed on the Initial Vesting Event; the number of RSUs that shall vest on the Initial Vesting Event shall be equal to the product obtained by multiplying the total number of RSUs by a Change fraction, the numerator of which is the number of full months during which you were employed from the date of grant of the RSUs until your termination of employment, and the denominator of which is forty-eight (48) and (ii) if you have not been employed for at least one year from the date of grant of the RSUs, then, except as provided in Control Section 5(c) or 5(d) below, the number of RSUs that shall vest on the Initial Vesting Date shall be zero.
(c) If you are in continuous service on the Initial Vesting Event, then with respect to RSUs that have not vested as of such Initial Vesting Event, vesting shall continue and be determined as follows (each vesting date under either of the following (i) or (ii) being a “2009 Change in ControlSubsequent Vesting Event”): (i) or Corporate Transaction if you have not been employed for at least one year from the date of grant at the time of the Initial Vesting Event, then on the first anniversary of the date of grant of the RSUs, twenty-five percent (as 25%) of the RSUs will vest provided that you are employed on such terms first anniversary, and thereafter on the same day of each subsequent month, one forty-eighth (1/48) of the RSUs will vest provided that you are defined in employed on each such subsequent monthly anniversary date and (ii) if you have been employed for at least one year from the 2009 Plandate of grant at the time of the Initial Vesting Event, vesting of any unvested RSUs shall continue on each subsequent monthly anniversary of the date of grant of the RSUs at a rate of one-forty-eighth (1/48) during of the Term, all Stock Options RSUs provided that the Executive may have under the Plan shall vest and become exercisable, to the extent not already vested and exercisable, upon you are employed on each such subsequent monthly anniversary date.
(d) Within thirty (30) days following the occurrence of the Initial Vesting Event or any Subsequent Vesting Event as set forth above, RSUs that vest as of the Initial Vesting Event or any Subsequent Vesting Event shall be distributed and settled. Distribution and settlement of RSUs on the Initial Vesting Event or any Subsequent Vesting Event shall be in shares of the Company’s Series G common stock. Settlement of vested RSUs shall occur whether or not you arc employed at the time of distribution and settlement.
(e) For purposes of Section 2 of this Agreement, a “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 mean the occurrence of either of the Corporate Transaction following events: (i) a sale if all or the 2009 Change in Control (all such options held by the Executive under the Plan or the 2009 Plan, the “Options”); and (B) substantially 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 assets of the Change in Control, 2009 Change in Control, and/or Corporate Transaction, as applicable, or, if later, the Termination Date Company; (but, in no event shall any Option remain exercisable beyond the expiration ii) a merger or consolidation of the term of the Option); provided, however, that Company 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into which its voting securities immediately prior to the Effective Date merger or during the Term (butconsolidation do not represent, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered are not converted into after expiration securities that represent a majority of the Term)voting power of all voting securities of the surviving entity immediately after the merger or consolidation, or (iii) the acquisition by a person or legal entity or a group of related persons or related entities of eighty percent (80%) or more of the outstanding voting securities of the Company.
Appears in 1 contract
Equity Compensation. (a) Executive shall be entitled to participate in all equity compensation plans of the Company (the “Plans”) in effect during the term of this Agreement.
(b) The Company agrees to grant Executive 3,961,934 shares of restricted stock of the Company (the “Restricted Stock Award”) pursuant to the Fusion Telecommunications International, Inc. 2016 Equity Plan (the “2016 Equity Incentive Plan”), within five (5) business days following execution of this Agreement by both parties. Notwithstanding the date on which the shares of restricted stock are actually granted and delivered to Executive, the Restricted Stock Award shall vest and be non-forfeitable as follows: (i) During 657,682 shares shall be vested on the Termdate this Agreement is executed by both parties, and (ii) 10.0% of the remaining 3,304,249 shares of restricted stock shall vest and be non-forfeitable on a quarterly basis over a 2.5 year period until all of the shares have vested subject to Executive’s continued employment with the Company on each such vesting date, except as otherwise set forth herein. The Company shall permit Executive to satisfy any federal, state, local and employment tax withholding obligations by withholding shares of stock subject to the terms and conditions established within Restricted Stock Award as permitted pursuant to Article 15 of the Company’s 2014 2016 Equity Incentive Plan or any successor new equity compensation plan incentive plan, as the case may be be, and any applicable award agreement.
(c) Notwithstanding the preceding clause (b) or anything contained in place from time this Agreement to time the contrary, all options, restricted shares or other equity-based grants (whether granted in connection with the Agreement or otherwise and whether or not granted and delivered under clause (b)) shall vest and become immediately exercisable as to 100% of the shares of common stock not otherwise vested upon any termination of Executive’s employment pursuant to Section 3.5. Moreover, all equity-based awards held by Executive as of immediately prior to any “Plan”) and separate Award Agreements Change in Control” (as defined hereinafter defined) shall vest in full immediately upon a Change in Control, with all applicable performance-based vesting conditions deemed satisfied at the Planmaximum level. In the event that Executive is terminated pursuant to Section 3.5, Executive shall have the right to exercise his options for the longer of (i) five (5) years from the effective date of his employment termination (but not beyond the expiration date of the options which shall be the tenth anniversary of the grant date), or (ii) the remaining term of the options. For the avoidance of doubt, the Company’s non-renewal of Executive’s employment following expiration of the Initial Term or any Term Extension shall be considered as a Termination Without Cause pursuant to Section 3.5 for purposes of vesting of any and all unvested options and restricted shares. Additionally, notwithstanding the preceding clause (c) or anything contained in this Agreement to the contrary, an additional eighteen (18) months of the unvested options and restricted shares shall vest and become immediately exercisable upon any termination of Executive’s employment pursuant to Sections 3.2 or 3.3.
(d) The Company shall take all action reasonably requested by Executive also to permit a “cashless” exercise of some or all of his options or the payment of applicable federal, state, local and employment taxes upon the vesting of restricted shares or the settlement of any other equity-based awards in accordance with the terms of the applicable Plan.
(e) During the Employment Period, Executive shall be eligible to receive receive, from time to time Stock Optionstime, Stock Appreciation Rights, Restricted Stock, Stock Units, Performance Shares, Performance Units, Incentive Bonus Awards, Other Cashother equity-Based Awards and/or Other Stock-Based Awards (as such capitalized terms are defined in the Plan), based awards in amounts, if anyand subject to such terms, to be approved conditions, and restrictions as determined by the Compensation Committee of the Board in its sole discretion. The methodology for determining the amount, terms, conditions, and restrictions of Executive’s equity-based awards during the Employment Period will be no less favorable to Executive than the methodology used by the Compensation Committee of the Board for all other senior-level executives of the Companies.
(iif) Notwithstanding anything set forth in The provisions of the Plan or the Company’s 2009 Equity Incentive Plan (the “2009 Plan”) Plans shall not be adversely modified as to the contrary: (A) in Executive without 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term)written consent.
Appears in 1 contract
Equity Compensation. (i) During the Term, subject pursuant to the terms and conditions established within of the Company’s 2014 LifeCell Corporation Equity Incentive Compensation Plan adopted on July 19, 2005 (the “2005 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)time, the Executive also Employee shall be eligible to receive receive, from time to time Stock Optionstime, 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 anyand subject to such terms, to be approved conditions and restrictions, as determined by the Compensation Committee in its sole discretion. Awards granted to Employee, if any, will be subject the terms and conditions established within the 2005 Plan (as amended from time to time) or any successor equity compensation plan as may be in place from time to time, as applicable, and the separate option agreement, restricted stock purchase agreement or stock award agreement between Employer and Employee that sets forth the terms and conditions of the Award (e.g., exercise price, expiration date and vesting schedule of Options; the restricted period and/or other restrictions such as performance objectives relating to Stock Awards). Capitalized terms used in this Section 3.01(C)(i) and not otherwise defined in this Agreement shall have the meanings assigned thereto in the 2005 Plan.
(ii) Notwithstanding anything any provision of the (a) 2005 Plan or any predecessor plan thereto, including clause (iii) of Section 16(b) of the 2005 Plan, (b) terms of any outstanding Nonstatutory Stock Options granted to Employee prior to the Commencement Date under the 2005 Plan or any predecessor plan thereof, or (c) terms of any Options (whether Nonstatutory Stock Options or Incentive Stock Options) that may be granted to Employee under the 2005 Plan on or subsequent to the Commencement Date to the contrary, Nonstatutory Stock Options granted to Employee under the 2005 Plan or any predecessor plan prior to the Commencement Date and Options (whether Nonstatutory Stock Options or Incentive Stock Options) granted to Employee under the 2005 Plan on or subsequent to the Commencement Date shall not be canceled pursuant to the 2005 Plan in connection with a Corporate Transaction Event, unless Employee has been provided an opportunity to exercise such Options (whether or not then exercisable) for a period of no less than three days prior to the date of such Corporate Transaction Event. For purposes of this Section 3.01(C)(ii), capitalized terms used in the preceding sentence and not otherwise defined in this Agreement shall have the meanings assigned thereto in the 2005 Plan.
(iii) Except as otherwise may be specifically set forth in a separate option agreement, restricted stock purchase agreement or stock award agreement entered into between Employer and Employee after the Plan or Commencement Date, upon the Company’s 2009 Equity Incentive Plan (the “2009 Plan”) to the contrary: (A) in the event occurrence of (x) a Change in Control (as defined in the Plan), or (ySection 4.02(D)(iv) a Change in Control (a “2009 Change in Control”) or Corporate Transaction (as such terms are defined in the 2009 Planbelow) during the Term, all Stock Options that the Executive may have under the Plan stock options and any other equity-based compensation shall vest and become exercisablevested immediately and, to the extent not already vested and exercisableif applicable, 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 exercisable 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) Employee for a period of one the longer of the exercise period in effect immediately prior to the Change in Control or the period ending ninety (190) year, measured from days after the effective date of the Change in Control. Notwithstanding the foregoing, 2009 Change in Controlwith respect to the restricted stock award consisting of a retention stock award and a performance stock award granted to Employee pursuant to the restricted stock award agreement between Employer and Employee dated as of July 20, and/or Corporate Transaction2005 (the “Special 2005 Restricted Stock Award Agreement”), 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 of a Change in Control on 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during Vesting Date, the Term (butrestrictions applicable to all of the Retention Shares and the restrictions applicable to only 75,862 of the Performance Shares shall lapse. For purposes of the preceding sentence only, capitalized terms that are otherwise not defined in no event this Agreement shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or have the meanings assigned thereto in the Special 2005 Restricted Stock Award Agreement entered into after expiration of the Term)Agreement.
Appears in 1 contract
Samples: Employment Agreement (Lifecell Corp)
Equity Compensation. As soon as administratively practicable after the Effective Date, the Executive shall be granted stock options to purchase 100,000 shares of the Company's Common Stock, par value $0.001 per share (i) During the Term"COMMON STOCK"). The per share exercise price of each option granted pursuant to this Section 3.2 shall be at $4.25 per share, equal the fair market value of a share of Common Stock as of the date of grant of the option. Such options shall have a term of five years and shall vest in accordance with the following schedule, subject to the terms and conditions established within Executive's continued employment by the Company’s 2014 Equity Incentive Plan or any successor equity compensation plan as may be in place from time to time (: 25% of 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”) aggregate number of shares subject 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 options shall vest and become exercisable, subject to the Executive's continued employment by the Company, on each of December 9, 1999, March 9, 2000, June 9, 2000, and September 8, 2000. Such options shall be granted under the SeraCare, Inc. 1998 Stock Option Plan, and (a) shall be granted subject to the terms of such plan and (b) shall be evidenced by and subject to the terms of a form of stock option agreement customarily used by the Company for employee stock option grants under the Stock Option Plan. Notwithstanding any termination of employment provisions in the SeraCare, Inc. 1998 Stock Option Plan or any customary form of stock option agreement thereunder, if the Executive's employment by the Company terminates (for any reason whatsoever): (x) before the first anniversary of the Effective Date, each option granted pursuant to this Section 3.2 shall terminate immediately to the extent that it is not then vested, and, to the extent that it may then be vested, it shall continue to be exercisable only for the ninety (90) day period following the termination of the Executive's employment, at which time it shall terminate 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”)exercised; and (By) all on or after the first anniversary of the Options Effective Date, each option granted pursuant to this Section 3.2 shall continue to be exercisable for the remainder of its term. To the extent (if any) that the Executive may have (including those that vest and become exercisable pursuant to clause (A) Period of this sentence) shall remain exercisable (to Employment is extended beyond the extent not already exercised) for a period of one (1) year, measured from the date first anniversary of the Change in Control, 2009 Change in Control, and/or Corporate Transaction, as applicable, or, if laterEffective Date, the Termination Date (but, Executive shall be considered for additional annual stock option grants in no event shall any Option remain exercisable beyond accordance with the expiration policies and procedures of the term of the Option); provided, however, that Company then in the event effect for executive 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 Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a grant of Options, whether entered into prior to the Effective Date or during the Term (but, in no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or Stock Award Agreement entered into after expiration of the Term)grants.
Appears in 1 contract
Samples: Employment Agreement (Seracare Inc)