Equity Program. The Executive shall be eligible to participate in equity incentive programs established by the Company from time to time in the future to provide stock options and other equity-based incentives to key employees of the Company. All such stock options and other equity-based incentives shall be awarded in the discretion of the Board pursuant to the terms of the Company’s Amended and Restated 2014 Incentive Compensation Plan and/or such other plans as shall from time to time be established by the Company (the “Equity Plan”).
Equity Program. Executive shall be considered an eligible employee for purposes of participation in the Monsanto Company Long-Term Incentive Plan, or any successor thereto, with such participation to be on terms and conditions comparable to those applicable to other executives eligible to participate in such plan.
Equity Program. Executive shall receive an award of 73,368 restricted stock units under the Warner Bros. Discovery, Inc. Stock Incentive Plan or a successor plan (the “Stock Plan”) on the business day after the Effective Date (the “Promotion RSUs”). Subject to the terms and conditions of the Stock Plan and implementing award agreements, the Promotion RSUs shall vest over a period of three (3) years, in three (3) substantially equal installments beginning on the first anniversary of the Effective Date, with the third installment vesting on a date no later than the day before the third anniversary of the Effective Date. For the avoidance of doubt, subject to Executive’s continued employment through the day before the third anniversary of the Effective Date (the “Final Promotion RSU Vesting Date”), the Promotion RSUs shall vest no later than the Final Promotion RSU Vesting Date. Subject to the approval of the Compensation Committee of the Board of Directors of Warner Bros. Discovery, Inc., which Company shall use good faith efforts to obtain, beginning in 2023 (i.e., the first annual grant shall be made during the normal grant cycle in 2023) and for the balance of the Term of Employment, Executive shall receive an annual equity award under the Stock Plan at an annual target value of Three Million Dollars ($3,000,000) during the normal annual grant cycle in accordance with EXECUTION COPY Company’s then-standard practices and procedures for awards to Senior Executives (the “Annual Equity Grant”). The equity instruments, terms and conditions, and calculation of number of awards shall be based on Company’s then-standard practices and procedures for awards to Senior Executives. In the award agreements granting the Promotion RSUs and any Annual Equity Grant, Company hereby agrees to provide that if an Approved Transaction, Control Purchase, or Board Change, as such terms are defined in the Stock Plan (each a “Change in Control”), occurs before such equity award has vested and provided that there is an equitable substitution or replacement for the equity award in connection with a Change in Control, the vesting of the equity award shall fully accelerate as a result of the Change in Control only if (i) within 12 months after the Change in Control, (A) the Company or a Subsidiary (as defined in the Stock Plan) terminates Executive’s employment other than for Cause, or (B) if Executive resigns for Good Reason, or (ii) during such 12-month period after the Change in Control, Executive ...
Equity Program. During the Employment Term, Executive shall be entitled to participate in the Company’s equity program as described on Exhibit A attached hereto.
Equity Program. Subject to the normal process and practices for approving and granting equity to similarly situated employees, the Executive shall be eligible to participate in Stryve’s 2021 Omnibus Incentive Plan (or any successor plan thereto) (the “OIP”), under which Stryve grants equity-based awards to its and its affiliates’ officers, directors, employees, and consultants, pursuant to the separate terms and conditions of the OIP, at a target level as determined by the Board or the Compensation Committee of the Board. Any grants made to the Executive under the OIP shall be subject to the terms and conditions of the OIP and any applicable award agreements.
Equity Program. At Closing under the Purchase Agreement, in addition to any rollover equity issued to the Executive at that Closing (the “Rollover Equity”), Safety Products Holdings, Inc. or its parent company shall issue to Executive 4.25% of its fully diluted equity (the “Incentive Equity”). The Rollover Equity and the Incentive Equity shall be subject to the terms of an agreement to be negotiated by the parties that will be substantially consistent with those terms set forth in the term sheet attached hereto as Exhibit C.
Equity Program. Executive will be recommended for an award of performance-based restricted stock units (“PRSUs”) under the Discovery Communications, Inc. 2013 Incentive Plan, or a successor plan (the “Stock Plan”), within 60 days after Executive’s execution of this Agreement. The award, which is subject to approval by the Compensation Committee, will be based on a target value of TWO MILLION DOLLARS ($2,000,000), with the number of PRSUs based on the target value divided by the fair market value of a share of Series A common stock of Discovery Communications, Inc. on the trading day prior to the date of grant. The award will be subject to the terms and conditions of the Stock Plan and the implementing award agreement(s), with 50% vesting on July 31, 2017 and 50% on July 31, 2018 (in both cases assuming satisfaction of the applicable performance metrics and the other terms and conditions of the award). Executive will be considered for future equity awards in accordance with the Company’s standard practices and procedures for awards to senior executives. The Company represents that the Compensation Committee has reviewed and approved in concept the terms of this Agreement, including the target value of the equity award in this Section.
Equity Program. Executive will be recommended for an award of Restriced Stock Units (“RSUs”) under the Discovery Communications, Inc. 2013 Incentive Plan (the “Stock Plan”), within 90 days of Executive’s first day of employment. The recommended number of units will be calculated by dividing the target value of THREE MILLION DOLLARS ($3,000,000) by the closing price of Discovery Series A common stock. The award, which is subject to approval by the Compensation Committee, will vest over a period of four (4) years, in three (3) substantially equal installments beginning on the second anniversary of the date of grant. The award will be subject to the terms and conditions of the Stock Plan and the implementing award agreement. Beginning in 2019, Executive shall be considered for annual equity awards under Company’s standard process for similarly-situated senior executives.
Equity Program. The Executive shall be eligible to participate in equity incentive programs established by the Company from time to time in the future to provide stock options and other equity-based incentives to key employees of the Company. All such stock options and other equity-based incentives shall be awarded in the discretion of the Board pursuant to the terms of the Company’s 2014 Amended and Restated Incentive Compensation Plan and/or such other plans as shall from time to time be established by the Company (the “Equity Plan”). Subject to the approval of the Board of Directors or its Compensation Committee, the Executive will be granted an initial stock option under the Company’s Equity Plan exercisable for the purchase of 150,000 shares of the Company’s common stock. The per-share exercise price of the stock option will be equal to the fair market value of a share of the Company’s common stock at the closing price at the end of the day on the date of grant, which will be the date of the Executive’s first day of employment with the Company. The stock option will vest as follows, provided that the Executive continues to be employed by the Company on each respective vesting date: 25% on the first anniversary date of the commencement date of the Executive’s employment, and the balance in 36 substantially equal monthly installments beginning in the thirteenth month after the commencement date of the Executive’s employment, and vesting will accelerate upon a Change of Control of the Company (as defined in the Equity Plan). The stock option will be subject to the terms of the Equity Plan and a stock option agreement to be executed by the Executive as a condition to the grant.
Equity Program. Executive will be recommended for equity awards in the first quarter of 2014 as follows:
1. An award of Performance-based Restricted Stock Units (“PRSUs”) under the Discovery Communications, Inc. 2013 Incentive Plan, or a successor plan (the “Stock Plan”), with a target value of $1,150,000. The recommended number of units will be calculated by dividing the target value of $1,150,000 by the closing price of Discovery Series A common stock on the trading day immediately preceding the date of grant. The award, which is subject to approval by the Compensation Committee, will be subject to the terms and conditions of the Stock Plan and the implementing award agreement.
2. An award of PRSUs and nonqualified Stock Options (“Stock Options”) in accordance with the Company’s normal annual equity grant processes for senior executives, with a target value of $500,000. The recommended number of units will be calculated (a) for the PRSUs, by dividing 50% of the target value ($250,000) by the closing price of Discovery Series A common stock on the trading day immediately preceding the date of grant, and (b) for the Stock Options, by dividing the remaining 50% of the target value ($250,000) by the Black-Scholes value of a Discovery stock option on the last trading day of the month preceding the date of grant. The award, which is subject to approval by the Compensation Committee, will be subject to the terms and conditions of the Stock Plan and the implementing award agreements. Executive shall be considered for future annual equity grants in accordance with the Company’s normal executive compensation processes and practices for similarly-situated employees. In the event that Executive separates at the end of the Term of Employment because the Company has declined to offer renewal, Executive’s separation at the end of the Term shall be treated as a termination “not for Cause” for purposes of Executive’s awards under the Stock Plan. The classification of separation with respect to other plans or arrangements shall not be required to be consistent with this classification.
