Equity Incentive Grants Sample Clauses

Equity Incentive Grants. The Executive is eligible for equity incentive grants under the Entravision Communications Corporation 2004 Equity Incentive Plan.

Equity Incentive Grants. Equity incentive awards may be granted annually to Employee at the sole discretion of and subject to such terms and conditions as determined by the Compensation Committee and the Board.

Equity Incentive Grants. Beginning in fiscal 2022, Employee shall be eligible to receive long-term equity incentives, as determined during the annual review conducted by the Compensation Committee and the Board. (a) Immediately prior to the consummation of a Change in Control, the vesting of all unvested shares subject to outstanding equity awards with time-based vesting issued to Employee by Parent shall be accelerated in full and, if applicable, such equity awards shall become exercisable or shall be settled in full immediately prior to such Change in Control provided that Employee’s employment with Company or Parent has not terminated prior to such Change in Control. For the purposes of this Agreement, “Change in Control” shall have the meaning set forth in Company’s 2014 Equity Incentive Plan, as amended from time to time (the “Plan”).

Equity Incentive Grants. In addition to the foregoing RSA Grants, the Company shall make the following equity incentive grants (“Equity Incentive Grants”) to Executive with the following values upon the completion of the following goals. Awards may be made in the form of fully vested Restricted Shares Awards or Options to purchase shares of Company Common Stock (“Options”). All of the awards referred to in this Section 3.04 shall be made pursuant to the Plan, subject to approval by the Company’s shareholders of a sufficient number of shares available for issuance under the Plan. Each goal may be met only once and only one award shall be issued upon the meeting of a goal. The Committee, as defined in the Plan, shall make the determination, in its reasonable discretion, whether the goals for receiving Equity Incentive Grants have been met, based upon the audited financial reports provided by the Company’s accountants. The number of Restricted Share Awards or Options granted shall be determined by the Plan on the basis of the dollar value of the Equity Incentive Grant divided by the average closing share price over the thirty (30) trading days preceding the date the Committee issues a written determination that a goal was met. Option values shall be determined by the Committee in its discretion using Black-Scholes modeling or such other methods as it reasonably determines. Executive must be employed on the date the Committee has issued a written determination that a goal has been met in order to receive an Equity Incentive Grant. In each case, an Equity Incentive Grant shall be issued on the last business day of the quarter in which the Committee issues a written determination that a goal has been met. An Equity Incentive Grant under sub-sections 3.04(a),(b), and (c) herein may be transferred, following grant, to a trust or limited liability company that qualifies as a “Family Member” under the Plan to the extent the shares of Common Stock issued pursuant to the Equity Incentive Grant would be eligible for registration on Form S-8.

Equity Incentive Grants. Beginning in fiscal 2017, Executive shall be eligible to receive additional long-term equity incentives, as determined during the annual review conducted by the Compensation Committee and the Board. Immediately prior to the consummation of a Change in Control, the vesting of all unvested shares subject to outstanding equity awards with time-based vesting issued to Executive by Company and/or Paylocity Holding Corporation, Company’s parent (“Parent”) shall be accelerated in full and, if applicable, such equity awards shall become exercisable or shall be settled in full immediately prior to such Change in Control provided that Executive’s employment with Company or Parent has not terminated prior to such Change in Control. For the purposes of this Agreement, “Change in Control” shall mean (i) the acquisition by any person, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either the then outstanding equity interests in Parent or the combined voting power of Parent’s then outstanding voting securities; or (ii) the consummation of a reorganization, merger or consolidation of Parent or the sale of all or substantially all of the assets of Parent, in each case with respect to which persons who held equity interests in Parent immediately prior to such reorganization, merger, consolidation or sale do not immediately thereafter own, directly or indirectly, 50% or more of the combined voting power of the then outstanding securities of the surviving or resulting corporation or other entity; provided, however, that any such transaction consummated in connection with, or for the purpose of facilitating, an initial public offering shall not constitute a Change in Control hereunder; provided further, however, that a Change in Control shall not include a transaction undertaken for the principal purpose of restructuring the capital of Parent, including, but not limited to, reincorporating Parent in a different jurisdiction, converting Parent to a limited liability company or creating a holding company. Notwithstanding the foregoing, a Change in Control shall not occur for purposes of this Agreement unless such Change in Control constitutes a “change in control event” under Section 409A of the Code and the regulations thereunder.

Equity Incentive Grants. The Executive shall receive annual equity incentive grants (e.g., stock options, restricted stock or other stock-based awards) with respect to each calendar year ending during the Term of the Executive’s employment with the Company (i.e., for 2012, for the period from the Commencement Date through December 31, 2012, and for the period January 1 through December 31 of each year), which shall be granted on December 31st of the calendar year to which such grant pertains (each an “Annual Grant”). Each Annual Grant shall be granted in accordance with the terms and conditions of the applicable equity incentive plan or plans then in effect and will be evidenced by an award agreement issued under the applicable plan. The target aggregate grant date fair value of each such Annual Grant shall be 200 percent of the Executive’s Base Salary (the “Target Grant”), provided that the actual amount of any such award shall be determined in the reasonable discretion of the Compensation Committee and/or the Board and may be greater than the Target Grant but which shall not be less than the Target Grant. Each Annual Grant shall vest as follows: 50% on the first anniversary of the applicable grant date, 25% on the second anniversary of the applicable grant date and 25% on the third anniversary of the applicable grant date.

Equity Incentive Grants. The Executive shall be eligible for grants of stock options, restricted stock and other equity incentives pursuant to the Entravision Communications Corporation 2004 Equity Incentive Plan (or any successor plan thereto) on the same terms applicable to the Company’s other executive officers.

Equity Incentive Grants. In consideration for the restrictive covenants set forth in Sections 11, 12 and 13, and in connection with Executive’s promotion and execution of this Agreement, on the Effective Date, the following one-time equity grant was granted to Executive under the Company’s 2014 Equity Incentive Plan, as amended (“Plan”) and the applicable forms of notice of grant and award agreement for such equity award as provided to Executive: ◦ A one-time grant of restricted stock units (“RSUs”) with a grant date value of $2,000,000 as calculated by reference to the Company’s closing stock price on the Effective Date. The RSUs shall vest in equal installments of 25% on each anniversary of the date of grant over a four-year period, subject to Executive’s continued services through the applicable vesting dates. In addition, Executive shall continue to be eligible to receive additional long-term equity incentives, as determined during the annual review conducted by the Compensation Committee and the Board. (a) Immediately prior to the consummation of a Change in Control, the vesting of all unvested shares subject to outstanding equity awards with time-based vesting issued to Executive by Parent shall be accelerated in full and, if applicable, such equity awards shall become exercisable or shall be settled in full immediately prior to such Change in Control provided that Executive’s employment with the Company or Parent has not terminated prior to such Change in Control. For the purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Plan.

Equity Incentive Grants. Pursuant to the Incentive Plan, Employee currently holds unexercised options to purchase Common Shares pursuant to the Incentive Plan and unvested restricted share grants of Common Shares (collectively, the "Grants"). Nothing in this Agreement shall modify, amend or otherwise effect the Grants, which the parties acknowledge and agree shall continue in full force and effect in accordance with the terms of the Grants and the Incentive Plan during the Employment Period and thereafter to the extent provided by such Grants and the Incentive Plan. Parties hereto understand and agree that Employee will have no right to participate in any future Grants under the Incentive Plan.

Equity Incentive Grants. (i) Subject to GM Approval, the Executive shall be granted such additional number of LTI's (comprising both RSUs and options as specified below) so that his aggregate holdings in the Parent Company (on a fully diluted basis, but excluding any shares that are merely reserved under the Parent Company’s share incentive plans and have not been issued or granted) shall amount to 2% as of the Effective Date, meaning the grant of additional LTIs covering a total of 409,650 ordinary shares of the Parent Company. The vesting schedule and strike price (where applicable) of such LTIs shall be in accordance with the Company's compensation policy. Such grant of the additional LTIs shall be done on the basis of a 1:4 ratio (one RSU per four options), resulting in the grant of a total of 81,930 additional RSUs and 327,720 additional options. It is hereby clarified that the above grant is a one-time grant, in relation to the promotion of the Executive, and should not be deemed as indicative with regard to future annual grants. (ii) The Executive will be eligible to receive additional equity incentive awards from time to time in the Parent Company’s sole discretion.