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Common use of Equity Compensation Clause in Contracts

Equity Compensation. All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards, held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional twelve (12) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(a)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Termination.

Appears in 8 contracts

Samples: Severance and Change of Control Agreement (Microtune Inc), Severance and Change of Control Agreement (Microtune Inc), Severance and Change of Control Agreement (Microtune Inc)

Equity Compensation. All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards, awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional twelve six (126) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(a)(ii4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Termination.

Appears in 8 contracts

Samples: Severance and Change of Control Agreement (Microtune Inc), Severance and Change of Control Agreement (Microtune Inc), Severance and Change of Control Agreement (Microtune Inc)

Equity Compensation. All (i) Subject to the last sentence of this Section 5.5(f)(i), within thirty (30) days following the applicable Transition Date for each Transferred Employee, Purchaser will provide, or cause Holdings to provide, such Transferred Employee with equity-based compensation grants which are of equivalent value (determined by Intrinsic Value (including negative Intrinsic Value of underwater stock options) on the Transition Date) and have the same vesting terms (other than with respect to any performance vesting terms, which shall be deemed to not be in place) as the unvested equity awards, equity-based compensation grants (the “Unvested Grants”) held by such Transferred Employee on the Transition Date and giving effect to any pro rata vesting that occurs in connection with the transactions contemplated by this Agreement and their employment with Purchaser or one of its Affiliates (including, but not limited from and after the Closing, the Conveyed Companies) (such new grants, collectively, the “Converted Equity Awards”); provided, that, if a Transferred Employee is terminated by the Purchaser or one of its Affiliates for any reason other than for “cause” during the one (1) year period following the Closing Date, then any condition to vesting based on continued employment with Purchaser or its Affiliates shall (effective as of immediately prior to such termination) be eliminated such that any then-unvested portion of any Converted Equity Awards (such then-unvested equity, the “Continuing Vesting Equity”) held by such Transferred Employee will continue to vest pursuant to, and otherwise be subject to, the terms set forth in such Converted Equity Award notwithstanding that such Transferred Employee is no longer employed with Purchaser or one of its Affiliates (the “Continued Vesting”). Subject to the last sentence of this Section 5.5(f)(i), each Converted Equity Award shall have the same Intrinsic Value as of the date of grant that such Unvested Grant had on the Transition Date. Except as expressly set forth in this Section 5.5(f), neither Purchaser nor any of its Affiliates shall have any obligation or Liability with respect to any equity compensation grants or equity awards issued to, or held by, any Transferred Employee, Business Employee or Shared Service Employee. For the avoidance of doubt, (1) in no event will the Purchaser be required to issue any incentive stock options (i.e., options qualified under Section 422 of Code) in replacement of an Unvested Grant (even if such Unvested Grant so qualifies or is intended to so qualify) and (2) Unvested Grants shall include underwater stock options, stock appreciation rights and restricted stock awards, held by Employee on the Date of Termination which shall also be deemed vested and exercisable on such Date of Termination included as if Employee had been employed for an additional twelve (12) months following the Date of TerminationConverted Equity Awards. Notwithstanding anything to the foregoingcontrary herein, if in no event will the Purchaser be required to issue Converted Equity Awards with an aggregate Intrinsic Value (disregarding in such calculation any option, right or award would, negative Intrinsic Value) as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration date of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal grant greater than $31,000,000. (ii) Notwithstanding anything to the value of such optioncontrary in Section 5.5(f)(i), right or awardPurchaser, in its sole discretion, may unilaterally elect, in lieu of the equity interest issuance of a Converted Equity Award, that any Unvested Grant held by a Transferred Employee would otherwise receive but employed in the countries listed in Schedule 5.5(f)(ii) of the Purchaser Disclosure Letter be cancelled in exchange for the lack payment of an exemption under Section 16 cash consideration to such Transferred Employee equal to the Intrinsic Value of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(a)(ii) does not such Converted Equity Award that would have otherwise violate the requirements of Section 409A of the Codebeen granted with respect thereto, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date date it would have been granted, less applicable Tax withholding. (iii) Prior to the Closing, and subject to the review and approval of TerminationPurchaser, Seller shall take any and all actions necessary to effect the transactions anticipated by this Section 5.5(f) under the applicable award agreements and Seller’s equity compensation plan(s), including adopting all resolutions and giving all requisite notices to each Transferred Employee holding Unvested Grants. Any materials to be submitted by Seller to the Transferred Employees holding Unvested Grants in connection with this Section 5.5(f) shall be subject to the prior review and approval of Purchaser (which shall not be unreasonably withheld). (iv) Seller shall take any and all actions necessary to effect the termination of participation of any Transferred Employee in Seller’s Employee Stock Purchase Plan as of the Effective Time.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (TE Connectivity Ltd.), Stock and Asset Purchase Agreement (CommScope Holding Company, Inc.)

Equity Compensation. All unvested equity awards(i) The Company has granted you a stock option under the Chimerix, includingInc. 2002 Equity Incentive Plan, but not limited toas amended (the “Stock Plan”) to purchase 800,000 shares of common stock of the Company (the “Initial Option”) at an exercise price equal to $0.44 per share with a vesting commencement date of June 8, stock options, stock appreciation rights and restricted stock awards, held by Employee 2009 (the “Vesting Commencement Date”). One quarter of the Initial Option shall vest on the Date first anniversary of Termination the Vesting Commencement Date, and thereafter, the remaining portion of the Initial Option shall vest in equal monthly installments over the following 36 month period until the Initial Option is fully vested, subject to your continued employment by the Company through the applicable vesting dates, and subject to the terms of this Agreement; provided that the exercisability of the Initial Option shall be structured so that the Initial Option shall qualify in its entirety as an incentive stock option under the Code (as defined below). Except as provided herein, the Initial Option is subject to the terms and conditions of the Stock Plan and the Company’s standard form of stock option agreement. (ii) In addition, the Company has granted you a stock option under the Stock Plan to purchase 500,000 shares of common stock of the Company (the “Additional Option”) at an exercise price equal to $0.89 per share. One quarter of the Additional Option shall vest on the first anniversary of the Vesting Commencement Date, and thereafter, the remaining portion of the Additional Option shall vest in equal monthly installments over the following 36 month period until the Additional Option is fully vested, subject to your continued employment by the Company through the applicable vesting dates, and subject to the terms of this Agreement; provided that the vesting of the Additional Option shall be structured so that the maximum possible portion of the Additional Option shall qualify as an incentive stock option under the Code, and the remaining portion of the Additional Option will contain an early exercise provision. Except as provided herein, the Additional Option is subject to the terms and conditions of the Stock Plan and the Company’s standard form of stock option agreement. (iii) In addition, as soon as practicable following the date of this Agreement, the Company shall grant you two further options under the Company’s Stock Plan to purchase additional shares of common stock of the Company in an amount such that in the aggregate, you will have 5% of the total fully diluted ownership interest of the Company as of immediately following such option grants (and calculated after giving effect thereto) at an exercise price equal to the Fair Market Value (as defined in the Stock Plan) of the Company’s common stock on the date of such grant. The shares subject to such two option grants (the “CEO Option” and the “Performance Option”, respectively) shall be equivalent in number. The CEO Option shall vest in equal monthly installments commencing on the 1st of the month following your promotion to the position of the Company’s President and CEO and continuing thereafter for 47 months until the CEO Option is fully vested. The CEO Option shall vest subject to your continued employment by the Company through the applicable vesting dates described above, and subject to the terms of this Agreement. The Performance Option shall vest in equal monthly installments commencing on the 1st of the month following the satisfaction of the following conditions set forth in this subsection and continuing thereafter for 47 months until the Performance Option is fully vested: (A) the Company has executed a definitive agreement for a collaboration transaction triggering the payment of the Collaboration Bonus and has actually received gross cash proceeds of at least $30,000,000 pursuant to the definitive agreement for such collaboration transaction, and (B) the Company or the Spin-off Company (as defined below) has been awarded a grant from the Biomedical Advanced Research and Development Authority for the procurement of smallpox antiviral drug for the Strategic National Stockpile and has actually received gross cash proceeds of at least $100,000,000 from such grant; or (C) the satisfaction of such conditions as the Compensation Committee or Board may determine in its good faith discretion. The Performance Option shall vest subject to your continued employment by the Company through the applicable vesting dates described above, and subject to the terms of this Agreement. Except as provided herein, the CEO Option and the Performance Option will be subject to the terms and conditions of the Stock Plan and the Company’s standard form of stock option agreement. Notwithstanding anything to the contrary set forth herein or therein, no portion of the CEO Option shall vest in the event you are not first promoted to the position of the Company’s President and CEO, and no portion of the Performance Option shall vest in the event the relevant performance conditions specified above are not satisfied. (iv) The stock options to be received in the spin-out of the existing biodefense business and operations (the “Spin-off Company”) in accordance with Section 11(a) of the Stock Plan (the “Spin-off Options”) shall provide that for so long as you remain employed by either the Company or the Spin-off Company the Spin-off Options shall continue to vest and remain exercisable and the termination date of the Spin-off Options in the event of your termination of employment shall be determined based upon the later of your termination of employment with the Company or the Spin-off Company. (v) To the extent allowed pursuant to Section 422 of the Internal Revenue Code of 1986, as amended and the regulations and other guidance promulgated thereunder (the “Code”), each option referred to in subparagraphs (i), (ii) and (iii) hereof shall be deemed vested to be an incentive stock option and exercisable on such Date of Termination as if Employee had been employed for an additional twelve (12) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of extent any option is non-qualified, such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of option shall contain an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(a)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Terminationearly exercise provision.

Appears in 2 contracts

Samples: Employment Agreement (Chimerix Inc), Employment Agreement (Chimerix Inc)

Equity Compensation. All A. The equity awards set forth in Schedule l hereto (the ‘‘Equity Awards’’), which were granted to Consultant while Consultant served as an employee for the Company, shall continue to vest during the Term, and shall continue to be governed in all respect the terms of the governing plan documents, grant notices and equity agreements. Any remaining equity awards granted to Consultant while an employee (i) are hereby amended to provide that vesting will cease and (ii) any unvested portion of such awards will be forfeited, in each case as of Consultant's last day of employment with the Company. The terms of such remaining equity awardsawards will otherwise remain unchanged. B. If. during the Term. Client consummates a Change of Control (as defined below), including, but not limited to, stock options, stock appreciation rights and restricted stock awards, held by Employee on then Client will accelerate the Date vesting of Termination shall the Equity Awards such that Consultant will be deemed vested and in the case of stock options and stock appreciation rights, will be deemed exercisable on such Date of Termination as if Employee in those shares that would have vested and become exercisable had been employed he remained in continuous service through December 31, 2020. C. If Client terminates Consultant’s services with the Company for an additional twelve (12) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under convenience pursuant to Section 16 7.2 of the Exchange ActConsulting Agreement prior to December 31, 2020, (i) any unvested portion of the Equity Awards shall remain outstanding through December 31, 2020 or the occurrence of a Change of Control (whichever is earlier) so that any acceleration benefits can be provided for if a Change of Control occurs before such date, and (ii) if subsequent to such termination, a Change of Control occurs prior to December 31, 2020, then Client will accelerate the vesting of the Equity Awards such that Consultant will be deemed vested and in the case of stock options and stock appreciation rights, will be deemed exercisable in those shares that would have vested and become exercisable had he remained in continuous service through December 31, 2020. If no Change of Control occurs prior to December 31, 2020, any unvested portion of the Equity Awards automatically will be forfeited without having vested. If Client terminates the Consulting Agreement for Cause, or Consultant terminates the Consulting Agreement for any reason, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(a)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights Equity Awards will terminate as of the Date last day of Terminationthe Term and will not be subject to any acceleration in the event of a subsequent Change of Control.

Appears in 1 contract

Samples: Consulting Agreement (Quotient Technology Inc.)

Equity Compensation. All unvested equity awards(a) The Executive shall be granted a stock option to purchase 1,260,000 restricted voting shares of Patheon at an exercise price per share equal to the Market Price” of the of the restricted voting shares of the Corporation (as defined in the Amended and Restated Incentive Stock Option Plan (the “ISOP”) on the date of the grant (the “First Option”). Except as otherwise provided in the ISOP or stock option award agreement (the “Stock Related Documents”), includingthe First Option will (i) vest as to 1/3 of the shares subject to the First Option on each of the first three anniversaries of the date of grant, but not limited tosubject to the Executive’s continued employment with the Affiliated Group until the relevant vesting dates, and (ii) have a seven year term. The First Option will be subject to the terms, definitions and provisions of the applicable Stock Related Documents. (b) The Executive also shall be granted a stock optionsoption to purchase an additional 470,000 restricted voting shares of Patheon at an exercise price per share equal to the Market Price of the restricted voting shares on the date of the grant (the “Second Option”). The Second Option will (i) be fully vested on the date of grant and, except as otherwise provided in the applicable Stock Related Documents, and (ii) have a seven year term. The Second Option will be subject to the terms, definitions and provisions of the applicable Stock Related Documents. (c) During the Term, and at the discretion of the Board of Director or its Compensation and Human Resources Committee, if such power is delegated to the Committee, the Executive also shall be eligible to receive additional stock appreciation rights options and other long-term incentives under the ISOP or other incentive plans adopted by Patheon from time to time. (d) Upon the occurrence of a Change in Control, any stock options to purchase restricted stock awards, voting shares of Patheon then held by Employee on the Date of Termination shall be deemed Executive shall, to the extent not otherwise provided in the applicable Stock Related Documents, become immediately vested and exercisable on and shall remain exercisable for the remaining term of such Date stock option (which remaining term shall be determined without regard to the Executive’s termination of Termination as if Employee had been employed for an additional twelve employment). (12e) months following The Executive will be required to comply with the Date terms of Termination. Notwithstanding the foregoing, if any option, right or award wouldshare ownership guidelines applicable to senior executives of Patheon generally, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption amended from Section 16 of the Exchange Act, unless Employee instead timely elects time to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(a)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Terminationtime.

Appears in 1 contract

Samples: Employment Agreement (Patheon Inc)

Equity Compensation. All unvested equity awardsExecutive shall be eligible to participate in the Company’s Performance Based Long-Term Equity Compensation Plan (the “Restricted Share Plan”), includinga copy of which is attached as Exhibit B, but not limited to, stock options, stock appreciation rights which Plan was established and adopted for 2004 performance and provides for awards of restricted stock awardsunder certain circumstances in 2005. The Company may not amend such Restricted Share Plan with respect to any 2004 bonus award to which Executive is entitled; provided however that grants of shares under the Restricted Share Plan shall be grants of Class A common shares of UNGL (“UNGL Shares”), held by Employee and the number of UNGL Shares to be awarded shall be based on the Date number of Termination Penn-America shares that would otherwise be due to Executive, with an adjustment based on the price of UNGL Shares, as provided for in the Merger Agreement ($15.375 per share) (such price, the “Merger Price”). Commencing in 2005, Executive shall be eligible to participate in a performance-based restricted share plan to be adopted by the Company prior to or at the time of the Closing that is similar to the Restricted Share Plan, and which shall provide that the achievement of mid-point performance objectives (as such objectives are specified in Exhibit B) shall result in a target opportunity of 30% of Executive’s then current base salary, payable in UNGL Shares, valued at the closing price of UNGL Shares on the date of grant. The Company and its affiliates reserve the right to amend or substitute the Restricted Share Plan for any fiscal years after fiscal year 2004, and except as provided below, to make any other adjustments deemed vested necessary by the Chairman of the Board, as approved by the Compensation Committee, to account for the consummation of the Merger Agreement and exercisable on business activities after the Effective Date. In any case, the Board, in its reasonable discretion, shall determine that such Date of Termination as if Employee had been employed for an additional twelve adjustments shall (12x) months following the Date of Termination. Notwithstanding the foregoingnot impose any burden or reduce any benefits, if any option, right bonuses or award would, awards that otherwise would be provided or paid to Executive as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right any out-of-pocket costs or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held expenses incurred by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described its affiliates in this Section 4(a)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rightsconnection with any Excluded Expenses, and stock appreciation rights as of (y) exclude the Date of TerminationExcJuded Expenses from the actual performance results associated with any performance cycles underlying any applicable awards under the Restricted Share Plan and any successor thereto.

Appears in 1 contract

Samples: Executive Employment Agreement (Global Indemnity Group, LLC)

Equity Compensation. All In consideration for agreeing to provide the services during the Term, each of the Executive's options to purchase shares of IAC's common stock ("IAC Options") and other equity awards based on IAC's common stock that are unvested equity awardsas of the Effective Date or that are granted following the Effective Date shall continue to vest during the Term and the Extended Term. Vested IAC Options (whether vested at the Effective Date or thereafter) shall remain exercisable through the Extended Term or, includingif earlier, but the scheduled expiration date of the IAC Option, provided that, (a) in the event that the Executive resigns prior to the expiration of the Extended Term due to a material breach of this Agreement by IAC (or any successor to IAC), that is not limited tocured by IAC (or its successor) promptly after notice from the Executive ("good reason") or is terminated by IAC without cause prior to the expiration of the Extended Term, stock optionsvested IAC Options shall remain exercisable through the date that is 24 months following such resignation for good reason or termination without cause, stock appreciation rights and restricted stock awards, held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for plus an additional twelve (12) months 15 days for each month that has been served by the Executive following the Date commencement of Termination. Notwithstanding the foregoingTerm (up to a maximum of 3 years), if any option, right or award would, (b) in the event that the Executive resigns prior to the expiration of the Extended Term (other than as a result of good reason), vested IAC Options shall remain exercisable through the date that is one year following the date of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 resignation (or through a later date at the discretion of IAC) or, if earlier, the scheduled expiration date of the Exchange Act, then IAC Option. The Executive's award agreements evidencing the deemed acceleration grant of any of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability awards described in this Section 4(a)(ii) does not otherwise violate are hereby amended to the requirements extent necessary to effectuate the provisions of this Section. In all other respects, the awards described in this Section 409A shall continue to be governed in accordance with their terms. For purposes of this Agreement, "cause" shall have the Code, this Agreement shall serve as an amendment meaning set forth in the applicable IAC stock and incentive plan pursuant to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of which the Date of TerminationIAC Options were granted.

Appears in 1 contract

Samples: Executive Agreement (Interactivecorp)

Equity Compensation. All A. The equity awards set forth in Schedule 1 hereto (the “Equity Awards”), which were granted to Consultant while Consultant served as an employee for the Company, shall continue to vest during the Term, and shall continue to be governed in all respects by the terms of the governing plan documents, grant notices and equity agreements. Any remaining equity awards granted to Consultant while an employee (i) are hereby amended to provide that vesting will cease and (ii) any unvested portion of such awards will be forfeited, in each case as of Consultant’s last day of employment with the Company. The terms of such remaining equity awardsawards will otherwise remain unchanged. B. If, includingduring the Term, but not limited toClient consummates a Change of Control (as defined below), stock options, stock appreciation rights and restricted stock awards, held by Employee on then Client will accelerate the Date vesting of Termination shall the Equity Awards such that Consultant will be deemed vested and in the case of stock options and stock appreciation rights, will be deemed exercisable on such Date of Termination as if Employee in those shares that would have vested and become exercisable had been employed he remained in continuous service through December 31, 2020. C. If Client terminates Consultant’s services with the Company for an additional twelve (12) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under convenience pursuant to Section 16 7.2 of the Exchange ActConsulting Agreement prior to December 31, 2020, (i) any unvested portion of the Equity Awards shall remain outstanding through December 31, 2020 or the occurrence of a Change of Control (whichever is earlier) so that any acceleration benefits can be provided for if a Change of Control occurs before such date, and (ii) if subsequent to such termination, a Change of Control occurs prior to December 31, 2020, then Client will accelerate the vesting of the Equity Awards such that Consultant will be deemed vested and in the case of stock options and stock appreciation rights, will be deemed exercisable in those shares that would have vested and become exercisable had he remained in continuous service through December 31, 2020. If no Change of Control occurs prior to December 31, 2020, any unvested portion of the Equity Awards automatically will be forfeited without having vested. If Client terminates the Consulting Agreement for Cause, or Consultant terminates the Consulting Agreement for any reason, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(a)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights Equity Awards will terminate as of the Date last day of Terminationthe Term and will not be subject to any acceleration in the event of a subsequent Change of Control.

Appears in 1 contract

Samples: Consulting Agreement (Quotient Technology Inc.)

Equity Compensation. All In consideration for agreeing to provide the services during the Term, each of the Executive’s options to purchase shares of IAC common stock (“IAC Options”), IAC RSUs and any other equity awards based on IAC common stock that are unvested as of the Effective Date or that are granted following the Effective Date shall continue to vest during the Term. In the event that (i) Executive resigns prior to the expiration of the Term due to a material breach of this Agreement by IAC (or any successor to IAC) that is not cured by IAC (or its successor) promptly after notice from the Executive (“good reason”), (ii) Executive is terminated by IAC without cause prior to the expiration of the Term or (iii) IAC delivers a Non-Renewal Notice, then any IAC Options, IAC RSUs and any other compensation awards of Executive based on, or in the form of, IAC common stock equity awards, includingthat are outstanding and unvested at the time of such termination but which would, but not limited tofor a termination of employment, stock optionshave vested during the one year period following such termination of employment (the “Severance Period”) shall vest as of the date of such termination of employment; provided, stock appreciation rights however, that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the Severance Period than if it had vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 000 XXXx were granted 2.7 years prior to the date of termination and restricted stock awards, held by Employee vested pro rata on the Date first five anniversaries of Termination the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination, 20 RSUs from the first award and 40 RSUs from the second award would vest); and, provided further, that any amounts that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall be deemed vested vest only if, and exercisable on at such Date of Termination as if Employee had been employed for an additional twelve (12) months following the Date of Terminationpoint as, such performance conditions are satisfied. Notwithstanding the foregoing, if and for avoidance of doubt, so long as Executive continues to serve on the Board of Directors of IAC, any optionIAC equity awards held by Executive shall continue to vest. Following any termination of Executive’s employment, right or award would, any then-vested IAC Options of Executive (including IAC Options vesting as a result of such accelerated vesting and exercisability no longer qualify for exemption under this Section 16 of 5) shall remain exercisable through the Exchange Act, then date that is eighteen (18) months following the deemed acceleration of the vesting date of such optiontermination or, right or award shall apply but such optionif earlier, right or award shall not become exercisable until through the earliest scheduled expiration date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(a)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of TerminationIAC Options.

Appears in 1 contract

Samples: Executive Employment Agreement (Iac/Interactivecorp)

Equity Compensation. All In consideration for agreeing to provide the services during the Term, each of the Executive’s options to purchase shares of IAC common stock (“IAC Options”), IAC restricted stock unit awards (“IAC RSUs”) and any other equity awards based on IAC common stock that are unvested as of the Effective Date or that are granted following the Effective Date shall continue to vest during the Term. In the event that the Executive resigns prior to the expiration of the Term due to a material breach of this Agreement by IAC (or any successor to IAC) that is not cured by IAC (or its successor) promptly after notice from the Executive (“good reason”) or Executive is terminated by IAC without cause prior to the expiration of the Term, then: (i) any IAC Options, IAC RSUs and any other compensation awards of Executive based on, or in the form of, IAC common stock equity awards, includingthat are outstanding and unvested at the time of such termination but which would, but not limited tofor a termination of employment, stock optionshave vested during the one year period following such termination of employment (the “Severance Period”) shall vest as of the date of such termination of employment; provided, stock appreciation rights however, that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the Severance Period than if it had vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 000 XXXx were granted 2.7 years prior to the date of termination and restricted stock awards, held by Employee vested pro rata on the Date first five anniversaries of Termination the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination, 20 RSUs from the first award and 40 RSUs from the second award would vest); and, provided further, that any amounts that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall be deemed vest only if, and at such point as, such performance conditions are satisfied; and (ii) any then-vested and IAC Options of Executive (including IAC Options vesting as a result of (i) above) shall remain exercisable on such Date of Termination as if Employee had been employed for an additional twelve through the date that is eighteen (1218) months following the Date date of Termination. Notwithstanding the foregoingsuch termination or, if any optionearlier, right or award would, as a result through the scheduled expiration date of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(a)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of TerminationIAC Options.

Appears in 1 contract

Samples: Executive Employment Agreement (Iac/Interactivecorp)

Equity Compensation. All unvested At the first regular meeting of the Compensation Committee held following the Effective Date, the Compensation Committee will approve the grant to Executive of the following equity awardsawards under the Company’s 2005 Performance Incentive Plan (the “2005 Plan”), including, but not limited to, stock options, stock appreciation rights and restricted stock awards, held by Employee each such award to be effective on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional twelve (12) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result date of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 approval by the Compensation Committee (the “Grant Date”): • An option to purchase 1,000,000 shares of the Exchange ActCompany’s common stock, then with the deemed acceleration per share exercise price of such option to be the closing market price of a share of the vesting Company’s common stock on the Grant Date, the expiration date of such optionoption to be the day before the seventh anniversary of the Grant Date (subject to earlier termination as provided in the applicable award agreement), right or award shall apply but and such option, right or award shall not option to vest and become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 with respect to 25% of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to shares covered by such option on each of the value first four anniversaries of such option, right or awardthe Grant Date, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held each case subject to Executive’s employment by the Company through the applicable vesting date; and • An award of 25,000 restricted shares of the Company’s common stock, such award to vest with respect to 100% of the shares covered by the award on the first anniversary of the Grant Date, subject to Executive’s employment by the Company through the vesting date. In addition, provided Executive is then still employed by the Company, the Compensation Committee will approve the grant to Executive at the first regular meeting of the Compensation Committee held in January 2010 of an option to purchase 500,000 shares of the Company’s common stock, with the per share exercise price of such option to be the closing market price of a share of the Company’s common stock owned or options exercised on the date of such approval (the “January Grant Date”), the expiration date of such option to be the day before the seventh anniversary of the January Grant Date (subject to earlier termination as provided in the applicable award agreement), and such option to vest and become exercisable with respect to 100% of the shares covered by Employee such option on the fourth anniversary of the Effective Date, subject to Executive’s employment by the Company through the vesting date. Each of the foregoing awards will be evidenced by an award agreement in the Company’s standard form of award agreement for that particular type of award under the 2005 Plan and be subject to such other terms as are provided therein and in the 2005 Plan. Copies of the 2005 Plan and such forms of award agreements have been provided to Executive. The parties acknowledge and agree that the foregoing awards are intended to satisfy the Company’s obligation to grant equity incentive awards to Executive through 2011 (if employment continues through such period) and the parties do not anticipate that additional equity incentive awards will be granted to Executive prior to 2012. The amount, timing, and other terms of any future equity award grants to Executive shall be canceled on determined by the Date of Termination. To Board (or the extent the acceleration of vesting and exercisability described Compensation Committee) in this Section 4(a)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Terminationits good faith discretion.

Appears in 1 contract

Samples: Employment Agreement (Pacific Sunwear of California Inc)

Equity Compensation. All unvested equity awardsExecutive shall be eligible to participate in Penn-America's Performance Based Long-Term Equity Compensation Plan (the "Restricted Share Plan"), includinga copy of which is attached as Exhibit B, but not limited to, stock options, stock appreciation rights which Plan was established and adopted for 2004 performance and provides for awards of restricted stock awardsunder certain circumstances in 2005. Penn-America may not amend such Restricted Share Plan with respect to any 2004 bonus award to which Executive is entitled; provided however that grants of shares under the Restricted Share Plan shall be grants of Class A common shares of UNGL ("UNGL Shares"), held by Employee and the number of UNGL Shares to be awarded shall be based on the Date number of Termination Penn-America shares that would otherwise be due to Executive, with an adjustment based on the price of UNGL Shares, as provided for in the Merger Agreement ($15.375 per share) (such price, the "Merger Price"). Commencing in 2005, Executive shall be eligible to participate in a performance-based restricted share plan to be adopted by Penn-America prior to or at the time of the Closing that is similar to the Restricted Share Plan, and which shall provide that the achievement of mid-point performance objectives (as such objectives are specified in Exhibit B) shall result in a target opportunity of 60% of Executive's then current base salary, payable in UNGL Shares, valued at the closing price of UNGL Shares on the date of grant. The Company and its affiliates reserve the right to amend or substitute the Restricted Share Plan for any fiscal years after fiscal year 2004, and except as provided below, to make any other adjustments deemed vested necessary by the Chairman of the Board, as approved by the Compensation Committee, to account for the consummation of the Merger Agreement and exercisable on business activities after the Effective Date. In any case, the Board, in its reasonable discretion, shall determine that such Date of Termination as if Employee had been employed for an additional twelve adjustments shall (12x) months following the Date of Termination. Notwithstanding the foregoingnot impose any burden or reduce any benefits, if any option, right bonuses or award would, awards that otherwise would be provided or paid to Executive as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right any out-of-pocket costs or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held expenses incurred by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described its affiliates in this Section 4(a)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rightsconnection with any Excluded Expenses, and stock appreciation rights as of (y) exclude the Date of TerminationExcluded Expenses from the actual performance results associated with any performance cycles underlying any applicable awards under the Restricted Share Plan and any successor thereto.

Appears in 1 contract

Samples: Executive Employment Agreement (United America Indemnity, LTD)

Equity Compensation. All unvested equity awards(a) On the Effective Date, includingCompany shall issue to Executive an option for the purchase of 100,000 shares of Company’s common stock pursuant to the ClearSign Combustion Corporation 2011 Equity Incentive Plan, but not limited to, as amended from time to time (the “Plan”). Such option shall be an incentive stock options, option to the extent permitted under the Internal Revenue Code (the “Code”). The per share exercise price of such option will be equal to the closing price of Company’s common stock appreciation rights and restricted stock awards, held by Employee on the Date grant date thereof and the term of Termination such option shall be deemed vested and 10 years. Such option will vest entirely on the first anniversary of the Effective Date (or, alternatively, such option shall be immediately exercisable on such Date but the shares issuable upon exercise thereof shall be subject to a Company repurchase right at the exercise price in the event Executive’s employment hereunder terminates, which repurchase right shall lapse upon the first anniversary of Termination as if Employee had been employed for an additional twelve the Effective Date). (12b) months following the Date of Termination. Notwithstanding In addition to the foregoing, if any optionin the event (1) Company’s shareholders duly approve an increase in the number of shares issuable under the Plan or approve the adoption of a new equity incentive plan, right or award would(2) the number of shares issuable under the Plan are sufficiently increased by operation of Section 3.2(i) thereunder on or before the date of the next annual meeting of Company shareholders following the Effective Date, as a result then Company shall grant Executive an additional option to purchase at least 200,000 shares of common stock. Such option shall be an incentive stock option to the extent permitted under the Code. The per share exercise price of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment option will be equal to the value closing price of Company’s common stock on the grant date thereof and the term of such option, option shall be 10 years. The right or award, in lieu to purchase 100,000 shares of common stock will vest on the first anniversary of the equity interest that Employee would otherwise receive but for grant date and the lack right to purchase 100,000 shares of an exemption under Section 16 common stock will vest on the second anniversary of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee grant date (or, alternatively, such option shall be canceled immediately exercisable but the shares issuable upon exercise thereof shall be subject to a Company repurchase right at the exercise price in the event Executive’s employment hereunder terminates, which repurchase right shall lapse as to 100,000 shares of common stock on the Date first anniversary of Terminationthe grant date and as to 100,000 shares of common stock on the second anniversary of the grant date). To Executive acknowledges that the extent requisite shareholder approval described above may not be obtained and that a sufficient increase in the acceleration number of vesting and exercisability described Plan shares by operation of Section 3.2(i) of the Plan may not occur on or before the date of the next annual meeting of shareholders. In such case, the number of option shares specified in this Section 4(a)(ii6(b) does not otherwise violate will be reduced as determined by the requirements compensation committee of Section 409A Company’s board of directors in its sole discretion, provided that Company shall negotiate with Executive in good faith as to the Code, this Agreement shall serve as an amendment provision of substitute consideration to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of Executive to the Date of Terminationextent reasonably practicable.

Appears in 1 contract

Samples: Employment Agreement (Clearsign Combustion Corp)