Equity Grants. The Employee shall be granted as soon as practicable on or after the Effective Date, a stock option to purchase 734,900 shares of the Company’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. Twenty-Five percent (25%) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applica...
Equity Grants. During the Term of Employment, the Executive shall be eligible for equity or equity-based awards that may be granted to the Executive at such times, in such amounts and in such manner as the Board (excluding the Executive) may determine in its sole discretion, but, in good faith, taking into account the roles of and responsibilities of Executive relative to industry norms for similar positions. Any such equity or equity-based awards shall be subject to the terms and conditions set forth in the applicable plan and award agreement.
Equity Grants. Executive has previously been granted stock options by the Company which remain in full force and effect in accordance with the terms of the stock option agreements documenting such grants. Executive shall be eligible to receive additional grants of either restricted stock or stock options, or both, as the Compensation Committee may determine from time to time. All stock options shall be granted at not less than one hundred percent (100%) of the fair market value of the Company’s common stock on the date of grant. Any awards shall vest in accordance with the Company’s vesting policy for additional grants to executive officers of the Company in effect on the date of the grant by the Compensation Committee, and shall contain such other terms and conditions as shall be set forth in the agreement documenting the grant.
Equity Grants. In its sole discretion, the Board may grant to Executive from time to time stock options to purchase shares of Company common stock or such other equity awards as it may determine.
Equity Grants. The parties incorporate the terms of Exhibit A attached hereto regarding the equity grants described therein, provided however, that upon any Change of Control of the Company as defined in Section 4 of this Agreement or if Xxxxxx’x employment is terminated under Sections 5.1(b), (d) or (e) of this Agreement, any of Xxxxxx’x equity-based incentive compensation (whether granted pursuant to this Agreement or otherwise) that has not yet vested will vest immediately.
Equity Grants. The Executive may receive grants of equity-based compensation pursuant to any equity compensation plans the Corporation may adopt from time to time for the purpose of providing executive compensation, including grants in the form of shares of restricted common stock of the Corporation and/or options to buy shares of common stock of the Corporation. The parties acknowledge that Section 11(b) of the Amended and Restated Merchants Bancshares, Inc. 2008 Stock Incentive Plan provides that, upon the occurrence of a Special Transaction (as defined therein), (i) all then outstanding stock options shall become fully vested and exercisable; (ii) all then outstanding awards of restricted stock with time-based vesting conditions shall become fully vested and nonforfeitable; and (iii) all then outstanding awards of restricted stock with conditions and restrictions relating to the attainment of performance goals may become vested in the discretion of the Compensation Committee of the Corporation’s Board. The Corporation confirms and agrees that any future amendment to Section 11(b) of the 2008 Plan adopted by the Corporation that has the effect of eliminating, reducing or restricting the rights of any holder of a stock option or restricted stock award upon the occurrence of a Special Transaction shall be deemed to apply only prospectively to grants of equity compensation made under such plan after the date of the Corporation’s approval of the amendment.
Equity Grants. Immediately prior to a Change in Control, (i) all options granted by Westport to the Employee shall be 100% vested and immediately exercisable, and the exercise term thereof shall end upon the earlier of: the first anniversary of the date of termination of employment and the end of the original exercise term, and (ii) all restrictions shall lapse with respect to all grants of restricted stock held by Employee.
Equity Grants. Subject to approval by the Compensation Committee, Employee shall be eligible for future equity grants and other long-term incentives.
Equity Grants. In addition to a Cash Bonus under Section 4, the Executive shall be eligible to receive equity awards, as determined by the Committee under any equity incentive plan(s) established by the Company, the Guarantor or any of their respective affiliates and as in effect from time to time. The terms of any such equity awards shall be approved by the Committee and set forth in the applicable equity incentive plan and related grant documents.
Equity Grants. (a) During the Term, the Executive shall be eligible to participate in the Company's equity incentive plans.
(b) Upon completion of the IPO, and in accordance with the terms of a long term incentive equity plan to be established by the Board for Executive, the Executive will be entitled to a one-time grant (the "IPO Grant") determined as follows; the IPO Grant will consist of (x) $450,000 of restricted common stock of the Company, the number of shares being determined based on the price at which the Company's common stock is sold to the public in the IPO (the "IPO Price") on the terms and conditions set forth on Appendix A and (y) stock options in respect of the Company's common stock having an exercise price of the IPO Price on the terms and conditions set forth on Appendix B with a black-scholes value of $450,000 based on the assumptions set forth on Appendix C.
(c) Beginning in 2011, at the time equity grants are made to the Company's senior executives generally, and in accordance with the terms of a long term incentive equity plan to be established by the Board for Executive, the Executive shall receive annual equity grants, in the form and subject to such terms as may be determined by the Board. For 2011, the Executive will receive a grant of performance share units with a target value equal to an estimated grant date fair value (as determined by the Board or Committee in good faith) of 50% of the Executive's then Base Salary. For 2012 and calendar years following, the Executive's equity grants will have a target value equal to an estimated grant date fair value (as determined by the Board or Committee in good faith) of 100% of the Executive's then Base Salary and such grants shall consist of performance share units and stock options (as determined by the Board or Committee) in respect of the Company's common stock.
