Equity Incentive Grant. On the Effective Date, subject to Board approval, Executive will be granted incentive stock options to purchase six hundred fifty thousand (650,000) shares of the Company’s common stock (the “Option”). The Option shall vest with respect one hundred sixty-two thousand five hundred (162,500) shares on each of the first, second, third and fourth anniversaries of the Effective Date, subject to the Executive’s continued employment with the Company on each such day. Employee shall be entitled to additional options and/or equity based awards as determined in the discretion of the Board or a committee thereof. All of the Executive's Options and any subsequent options and/or equity awards shall cease vesting as of the Date of Termination (defined below); provided that in the event of (i) Executive's termination for Good Reason (defined below) or (ii) termination of Executive's employment by the Company without Cause (defined below), Executive's Options and any subsequent options and/or equity awards will be deemed to have vested as of the Date of Termination with respect to that number of shares that would have vested had Executive's employment with the Company continued for a period of one (1) year after the Date of Termination; and provided, further, that if Executive's termination for Good Reason or the termination of Executive's employment by the Company without Cause occurs within six (6) months after the occurrence of a change of control of the Company (“Change of Control”), then all of Executive's Options and any subsequent options and/or equity awards will be deemed to have vested as of the Date of Termination. Change of Control is defined as: (x) a merger or consolidation of the Company in which the stockholders of the Company immediately prior to such transaction would own, in the aggregate, less than fifty percent (50%) of the total combined voting power of all classes of capital stock of the surviving entity normally entitled to vote for the election of directors of the surviving entity or (y) the sale by the Company of all or substantially all the Company's assets in one transaction or in a series of related transactions. The Option will be issued from the existing Company option plan and will be subject to and governed by such plan. The Executive shall also be entitled to any other rights and benefits and subject to any other obligations with respect to option awards, to the extent and upon the terms provided in the employee option plan or any agreeme...
Equity Incentive Grant. From time to time, the Parent Board may consider the Executive’s eligibility for and may award the Executive equity-based incentive awards, subject to the applicable plan, written award agreement and other documentation that the Parent Board may implement.
Equity Incentive Grant. On the Employment Date, Executive will receive a restricted stock award (the “Restricted Stock Award”) as set forth in the Restricted Stock Agreement of even date herewith. The Executive will receive a customary income tax “gross-up” with respect to the Restricted Stock Award at a rate of 35%.
Equity Incentive Grant. PSUs: 2,000 performance based restricted stock units, to be granted on January 8, 2021 and to vest thereafter on January 8, 2022, subject to the achievement of defined goals established by the Compensation Committee of the Board. TXRH Executive Employment Agreement – XXXXXXXX
Equity Incentive Grant. The Executive shall further be entitled to receive, and the Company will grant to Executive an Equity Incentive Grant as follows: Ten-year Options to purchase 400,000 shares of Common Stock (“Company Options”) at an exercise price equal to the fair market value on the grant date. Such Company Options shall vest pro rata equally at each of the first four (4) annual anniversaries of this Agreement. For the avoidance of doubt vesting shall be as follows: 100,000 shares on September 1, 2022 100,000 shares on September 1, 2023 100,000 shares on September 1, 2024 100,000 shares on September 1, 2025 In the event that this Agreement has been terminated by the Company without Cause in accordance with Section 2.7(a) within three (3) months from the Commencement Date or by the Executive at any time after the Commencement Date for any reason other than Good Reason in accordance with Section 2.7(d), notwithstanding the terms of the Newgioco Group, Inc 2018 Equity Incentive Plan and any amendment thereto or any applicable award agreement, the Equity Incentive Grant will vest on a monthly pro rata basis from the Commencement Date up to the Termination Date and Executive shall forfeit that portion of the Equity Incentive Grant not vested as of the Termination Date. In the event that this Agreement has been terminated by the Company without Cause in accordance with Section 2.7(a) after three (3) months and one day from the Commencement Date, by Executive at any time after the Commencement Date for Good Reason in accordance with such Section 2.7(a) or by the Company by reason of the Disability or death of the Executive in accordance with Section 2.7(c), notwithstanding the terms of the Newgioco Group, Inc 2018 Equity Incentive Plan and any amendment thereto or any applicable award agreement, the Equity Incentive Grant vesting period will be accelerated to the Termination Date. If this Agreement has been terminated by the Company for Cause in accordance with Section 2.7(b), Executive shall forfeit the Equity Incentive Grant not vested as of the Termination Date. Executive shall have a period of three (3) months from such Termination Date to exercise Company Options vested as of such Termination Date.
Equity Incentive Grant. Subject to and upon Board approval following the Closing, the Company will award to you (the “Participant”) and additional 250,000 restricted stock units (“RSUs”), pursuant to the terms of the Company’s Global RSU Award Grant Notice (“Grant Agreement”). Upon vesting, one share of Common Stock will be issued for each restricted stock unit. Twenty percent (20%) of the shares will vest after one year. The remaining eighty percent (80%) of the shares will vest monthly over the remaining 4 years of the vesting schedule. You should consult with your own tax advisor concerning the tax consequences of accepting the RSU grant. Your receipt of the RSUs is conditioned on your employment with the Company as of the grant date and the RSUs will be subject to the terms of the Grant Agreement and the Company’s equity incentive plan (including those related to vesting and termination).
Equity Incentive Grant. Contingent upon Neurotrope, Inc.’s successful completion of a financing transaction pursuant to which it raises at least ten million dollars ($10,000,000)(the “Financing Transaction”) in direct gross proceeds to the Company during the first eighteen (18) months of the Employment Term, Neurotrope, Inc. shall grant to Executive a non-qualified stock option exercisable for 100,000 shares of common stock of Neurotrope, Inc. (the “Financing Option”). The Financing Option will be issued to Executive on the date of the closing of the applicable Financing Transaction (assuming Executive remains employed under this Agreement as the President and Chief Executive Officer of the Company as of such date), will be fully vested as of the date of the grant, and will have an exercise price per share equal to the price per share paid by investors for securities of the Neurotrope, Inc. in the applicable Financing Transaction, and will have an exercise period of ten (10) years from the date of grant which is not reduced by any termination of employment or services.
Equity Incentive Grant. In addition, the Company has granted to you Three Hundred and Twenty-five Thousand (325,000) Wolverine Tube, Inc. Stock Options (“the Equity Incentive Grant”), granted to you in accordance with the Wolverine Tube, Inc. 2007 Non-Qualified Stock Option Plan. This Equity Incentive Grant will vest ratably over a five-year period from the grant date. We believe the aforementioned incentives provide mutually beneficial assurances that you will continue to provide valuable services to the Company. Please sign where indicated below to acknowledge your agreement to the terms and conditions of this Letter Agreement. We look forward to your continued employment and service as a key member of management. /s/ Xxxx X. Xxx Xxxxxx Xxxx X. Xxx Xxxxxx Wolverine Tube, Inc. By: /s/ Xxxxxx X. Xxxx Xxxxxx X. Xxxx
Equity Incentive Grant. On or prior to the Effective Date, the Executive shall be granted a 10-year option to purchase one-million six hundred thousand (1,600,000) shares of Triarc Class A common stock (the “Option”) pursuant to the Wendy’s 2007 Stock Incentive Plan, effective as of the Effective Date. The Option shall vest over a four-year period, 25% on each anniversary of the Effective Date, provided, that, except as otherwise provided herein or in the applicable plan or award agreement, the Executive remains employed by Wendy’s as of each such vesting date. Notwithstanding anything to the contrary in the Wendy’s 2007 Stock Incentive Plan (the “SIP”), (i) upon a Change in Control (as defined in Section 5.6), the Option shall immediately vest in full and become exercisable, (ii) Section 6.7 of the SIP (“Buy Out of Option Gains”) shall be applicable to the Option solely with respect to any transaction that would constitute a Change in Control (as defined in the SIP) and the payment of the buy out amount shall be the excess, if any, of the Fair Market Value (as defined below) of the Shares (as defined in the SIP) covered by the Option over the exercise price of the Option as of the date of the transaction that constitutes the Change in Control (as defined in the SIP) and in which other senior executives of Wendy’s are being treated similarly with respect to stock options. For purposes of this section, Fair Market Value shall mean the mean of the high and low prices at which Shares are traded on the New York Stock Exchange on the date of the Change in Control transaction, except where the Change in Control involves the exchange by holders of Triarc common stock for cash, securities or other property, in which case Fair Market Value shall mean the cash and securities or other property received by other holders of Triarc common stock in respect of such Triarc common stock; and (iii) the vested portion of the Option may be exercised by a cashless exercise procedure through a registered broker-dealer. The exercise price of the Option shall be the fair market value of a share of Triarc Class A common stock on the Effective Date. The other terms of the Option will be customary for grants to other senior executives under such plan. During each year of the Period of Employment, the Compensation Committee shall, in its discretion, consider the Executive for additional grants of options or other equity-based awards.
Equity Incentive Grant. On the Effective Date, Executive will be granted 5,475,903 shares of restricted stock of the Company. It is intended that such grant shall constitute 1.25% of the outstanding equity of the Company. In the event additional shares of common stock or common stock equivalents are issued, other than for (i) strategic transactions, including, but not limited to mergers and acquisitions; (ii) the purposes of raising additional capital (iii) the payment to vendors for services or (iv) the payment to employees as compensation pursuant to an Employee Stock Option Plan or such similar plan, additional shares of restricted common stock will be issued to Executive to maintain such percentage. These shares shall vest ratably on a monthly basis over a twenty-four month period beginning on the Effective Date, with one-twenty-fourth (1/24) of the shares vesting on the fifteenth (15th) day of each calendar month following the Effective Date, subject to the Executive’s continued employment with the Company on each such day. Executive shall be entitled to additional options and/or equity based awards as determined in the discretion of the Board or a committee thereof. The Company and the Executive acknowledge that the shares of restricted common stock of the Company issued to Executive will be exchanged for shares of common stock of CDSS Wind Down, Inc. within ten (10) days of the closing of the merger between Company and CDSS Wind Down, Inc., and the failure to do so shall be considered a material breach of the Agreement by the Company.
