Equity Incentive Plan and Rollover of Unvested Awards Sample Clauses

Equity Incentive Plan and Rollover of Unvested Awards. (i) Prior to Completion, JV Newco shall adopt an employee equity incentive plan (the “Incentive Plan”), which shall be structured in the manner provided in Section 7.16(d)(i) of the Maple Leaf Disclosure Letter (as mutually agreed to by the Parties and delivered as of the Agreement Date), and shall contain the key terms and provide for a share reserve as set forth therein. The Incentive Plan and all forms of equity award agreements adopted prior to Completion shall be subject to the prior review and approval of United. (ii) Promptly following Completion and the commencement of a Continuing Employee’s employment with JV Newco or one of its Subsidiaries, each eligible Continuing Employee shall receive an equity award issued from the Incentive Plan (a “JV Newco Rollover Award”) in replacement of (x) in the case of Maple Leaf Business Employees, each unvested option to receive depositary receipts in the Foundation and (y) in the case of United Business Employees, each United unvested compensatory equity award, in each case, held by such individual that is cancelled, expires or otherwise forfeited in connection with the transactions contemplated by this Agreement (a “Forfeited Award”). Each JV Newco Rollover Award shall (A) except as may be necessary for compliance with applicable Law or advisable to avoid adverse tax consequences to the Continuing Employee, be for the same type of award (option, restricted stock unit, etc.) as the corresponding Forfeited Award, (B) have a fair value as of the grant date (determined in accordance with FASB ASC 718) which equals the fair value of the Forfeited Award, (C) except as set forth in Section 7.16(d)(ii) of the Maple Leaf Disclosure Letter (as mutually agreed to by the Parties and delivered as of the Agreement Date, incorporate substantially the same vesting terms (including any accelerated vesting provisions or put rights) as the Forfeited Award as of immediately prior to such cancellation, expiration or forfeiture, provided that any unsatisfied “cliff” vesting in a Forfeited Award shall be reflected as ** vesting in the corresponding JV Newco Rollover Award, and (D) contain such other terms and conditions set forth in Section 7.16(d)(ii) of the Maple Leaf Disclosure Letter (as mutually agreed to by the Parties and delivered as of the Agreement Date). For example, if a Forfeited Award was subject to a ** vesting schedule with a **, and the Continuing Employee had provided ** of service to the relevant as of the date of...
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Related to Equity Incentive Plan and Rollover of Unvested Awards

  • Equity Incentive Awards The Executive shall be eligible to receive grants of equity-based long-term incentive awards, which may include options to purchase Company stock, performance or restricted stock units and Company restricted stock contributions to Company’s deferred compensation plan, or other equity-based awards. Such awards shall be determined in the discretion of the Board and the Executive shall be eligible for consideration for such awards in the same manner as other senior executive officers of the Company. In the event of a Change of Control in which the surviving or acquiring corporation does not assume the Executive’s outstanding equity-related awards (including options and equity-based awards granted both before and after the Effective Date) or substitute similar equity-related awards of substantially equivalent value, such equity-related awards shall immediately vest and become exercisable if the Executive’s service with the Company has not terminated before the effective date of the Change of Control; provided, however, that the foregoing provision shall only apply if the Company is not the surviving corporation or if shares of the Company’s common stock are converted into or exchanged for other securities or cash.

  • Equity Incentive Plans Each stock option granted by the Company under the Company’s equity incentive plan was granted (i) in accordance with the terms of the Company’s equity incentive plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s equity incentive plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Equity Incentive Plan The Option is a Nonqualified Option and subject to each and every provision of the Equity Incentive Plan which are incorporated by reference herein, as well as the terms and provisions set forth in this Stock Option Agreement and Notice of Grant (this “Stock Option Agreement”). The Equity Incentive Plan shall govern and be conclusive as to all matters not expressly provided for in this Stock Option Agreement. In the event of any conflict between the terms of this Stock Option Agreement and the Equity Incentive Plan, the terms of this Stock Option Agreement shall govern. All capitalized terms contained herein which are not otherwise defined herein shall have the meanings ascribed to them in the Equity Incentive Plan. By accepting the Option you agree to be bound by the provisions of the Equity Incentive Plan and this Stock Option Agreement. A copy of the Equity Incentive Plan has been previously provided to you.

  • Stock Incentive Plans Nothing in this Agreement shall be construed or applied to preclude or restrain the General Partner from adopting, modifying or terminating stock incentive plans for the benefit of employees, directors or other business associates of the General Partner, the Partnership or any of their Affiliates or from issuing REIT Shares, Capital Shares or New Securities pursuant to any such plans. The General Partner may implement such plans and any actions taken under such plans (such as the grant or exercise of options to acquire REIT Shares, or the issuance of restricted REIT Shares), whether taken with respect to or by an employee or other service provider of the General Partner, the Partnership or its Subsidiaries, in a manner determined by the General Partner, which may be set forth in plan implementation guidelines that the General Partner may establish or amend from time to time. The Partners acknowledge and agree that, in the event that any such plan is adopted, modified or terminated by the General Partner, amendments to this Agreement may become necessary or advisable and that any approval or Consent to any such amendments requested by the General Partner shall be deemed granted by the Limited Partners. The Partnership is expressly authorized to issue Partnership Units (i) in accordance with the terms of any such stock incentive plans, or (ii) in an amount equal to the number of REIT Shares, Capital Shares or New Securities issued pursuant to any such stock incentive plans, without any further act, approval or vote of any Partner or any other Persons.

  • Equity Awards You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

  • Equity Award The Executive will be eligible to receive equity awards, if any, at such times and on such terms and conditions as the Board shall, in its sole discretion, determine.

  • Annual Equity Awards Following the first anniversary of the Effective Date, Executive will be granted annual equity awards in an amount determined by the Board. Such awards may be in the form of options, restricted stock units, performance shares, or any other form as approved by the Board.

  • Equity Incentives To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate in such plan pursuant to the terms thereof.

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Stock Incentive Plan Executive shall be eligible for awards under the Employer’s Stock Incentive Plan. The type, timing and size of awards will be at the discretion of the Board of Directors.

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