Equity Treatment. It is understood and agreed that, based on the Date of Termination and the 6-month acceleration of the Equity Award (but not the Option Grants) referenced above in Section 4(c), as of the Termination Date, awards with respect to an aggregate of 1,018,360 shares of Common Stock under the Option Grants (472,830 options) and the Equity Award (545,530 shares) are vested. First, the Company is offering to accelerate an additional portion of the Stock Grants with respect to an aggregate of 139,482 shares, consisting of a mix of options for Common Stock or restricted stock under the Stock Grants, so that the total vested equity as of the Date of Termination under the Stock Grants shall be equal to an aggregate of 1,157,842 shares of Common Stock under the Option Grants and the Equity Award, all in. Further, the Company has elected to compensate you with equity for your continued service to the Company as a Board director, with an option grant for 102,900 shares, vesting over a three year period on a monthly basis (so 2,858 options per month for the first 35 months, and 2,870 options for the 36th month), such vesting to start on the Date of Termination and to continue on each month anniversary thereof for as long as you continue to maintain a Service Relationship (as defined in the Stock Grants) with the Company (such grant on those terms, the “Director Equity”). As described below, this equity grant will be achieved by restructuring the 2015 Option Grant. To achieve that vested share position (i.e., 1,157,842 options and shares in total as of the Date of Termination) and the Director Equity (subject to further vesting), and to assist you in reducing cash payments to be made for those options and shares, notwithstanding anything herein to the contrary (provided you do not revoke this Agreement as provided below), the following is hereby agreed to by you and the Company: • The Equity Award is hereby made fully vested, amounting to you retaining ownership of 770,161 shares of Common Stock (provided you pay the Company the Promissory Note Payment as required by this Agreement). • The remaining portion of that vested share position as of the Date of Termination (amounting to 387,681 options) shall be achieved by hereby setting the vested portion of the 2015 Option Grant as of the Date of Termination at 387,681 options. • To reflect your Director Equity, instead of granting you any new option grant, the 2015 Option Grant shall hereby be modified as follows: (a) 102,900...
Equity Treatment. In connection with the termination of Executive’s employment, Executive’s equity-based awards, to the extent they remain unvested as of the Separation Date, shall be treated as follows:
(a) the restricted stock units (“RSUs”) granted to Executive on January 31, 2023 (of which 50,000 RSUs remain unvested) and performance stock units (“PSUs”) granted to Executive on January 31, 2023 (of which 75,000 remain unvested) will vest in full immediately following the Separation Date; and
(b) the stock options granted to Executive on April 14, 2022 (of which 666,667 stock options remain unvested) will vest in full immediately following the Separation Date. The vested portion of the stock options will remain exercisable until the earlier of (i) ninety (90) days following the date on which the Transition Period ends or (ii) the expiration date of the stock options. Except as set forth in this Section 4, effective as of the Transition Date, any unvested Company equity awards granted to Executive, including any unvested RSU, PSU and stock option awards, will be cancelled and forfeited automatically for no consideration. The RSUs and PSUs referenced in clause (a) that are vested in accordance with this Section 4 will be settled as soon as reasonably practicable following the Separation Date, provided that the RSUs and PSUs above will in no event be settled prior to the expiration of the Revocation Period (as defined below) and will only vest and be settled if Executive has not revoked Executive’s release in accordance with Section 7(f).
Equity Treatment. You acknowledge and agree that the awards granted to you under the Company’s 2014 Omnibus Incentive Plan (the “Plan”) that currently remain outstanding and subject to awards are the following: September 16, 2014 Non-qualified stock options 20,909 January 13, 2016 Time-based RSU 2,839 Non-qualified stock option 5,802 March 17, 2016 Performance-based RSU 2,129 December 9, 2016 Time-based RSU 6,268 Non-qualified stock option 8,158 March 3, 2017 Time-based RSU 5,384 Performance-based RSU 2,692 Provided that you comply with the terms of this Agreement and continue to provide services through the end of the Consulting Period, you will continue to have the opportunity to vest in all outstanding equity awards under the Plan as if you had continued to be employed by the Company during the Consulting Period. Your Retirement Date shall not constitute a “Termination of Employment” for purposes of such awards, but such “Termination of Employment” will instead be the end of the Consulting Period. In addition, for purposes of the vesting of the performance restricted stock units issued to you under the Plan, no “Termination of Employment” shall be deemed to occur until the end of the Consulting Period, and such termination will be treated as a “Retirement” (with the consent of the Compensation Committee) as of the end of the Consulting Period such that those awards will continue to have the opportunity to time vest through the end of the Consulting Period in accordance with the schedule set forth in the agreements governing the performance restricted stock units, and you will be entitled to any payout upon completion of the performance periods as set forth in the award agreements. With respect to the Non-qualified stock options listed above, and notwithstanding anything to the contrary in the applicable grant agreements, you shall have thirty (30) days following the end of the Consulting Period to exercise the Non-qualified stock options granted on September 16, 2014 (the “2014 NQSO”) and ninety (90) days following the end of the Consulting Period to exercise any other awards that are vested at such time; provided, however that in no event will any option be exercisable beyond the stated term of such option as provided in the applicable grant agreement. If during the Consulting Period the Company shall accelerate outstanding unvested awards under the Plan either for any executive officer or award recipients generally in connection with a change of control of the Company,...
Equity Treatment. Executive, pursuant to a prior existing stock option agreement for legal services during an evaluation period, was granted by the Company a total of 16,000 options to purchase Company stock, exercisable at a strike price of twenty-five dollars and sixty-four cents ($25.64), based on a company valuation of one hundred and twenty five million dollars ($125,000,000), and which is fully vested. In addition, the Company shall grant 61,305 options to purchase Company’s stock, exercisable at twenty five dollars and sixty four cents ($25.64) per share based on a company valuation of one hundred and twenty five million dollars ($125,000,000) and vesting over a period of 4 years, with 25% vesting each twelve month period. In the event of a termination of this Agreement as provided below, for any twelve month period herein, any otherwise unvested stock falling within such period shall vest on a pro rata basis, to be calculated based on the number of days Executive was employed by Company during such period. In addition to the foregoing, Executive shall also be eligible for additional options after every 6 months of employment with Company. The board of directors may also consider other forms of granting equity, such as stock grants or restricted stock, as may be deemed appropriate. All such options or grants shall have an acceleration feature, allowing for immediate granting and vesting in conjunction with any sale of the Company, merger, stock exchange listing or public trading of Company stock, other similar material event.
Equity Treatment. If a change in control takes place followed by an Employer-initiated termination of employment without Cause or a constructive dismissal, all unvested stock options held by Employee will forward vest at the time of the termination of employment.
Equity Treatment. If Executive’s employment shall terminate pursuant to Section 3(a) for any reason other than pursuant to Section 3(a)(iii), then any equity incentive compensation award which is held by Executive as of the Date of Termination (other than the award described in Section 2(d)) shall vest on a pro-rata basis, based on the number of days Executive was actively employed during either the vesting period or performance period, as applicable, (i) in the case of any award with solely a service-vesting component starting with the date of grant of the award and ending with the Date of Termination (but offset by the number of shares previously vested in respect of such award) and (ii) in the case of any award with a performance-vesting component starting with the commencement date of the 5
Equity Treatment. In consideration of Executive’s agreements and covenants contained herein, and so long as Executive is not in violation of the terms of the Employment Agreement which survive as set forth herein and listed in Section 4 below, this Agreement or the Consulting Agreement as of the Release Effectiveness Date, Executive’s outstanding equity awards shall be treated as follows:
(i) 29,677 restricted stock units which would have vested on February 15, 2015 shall vest and be settled as of the Release Effectiveness Date; and
(ii) 19,202 restricted stock units which would have vested on February 15, 2016 shall vest and be settled as of the Release Effectiveness Date. As of the Separation Date, assuming no prior option exercise, Executive will hold a vested option to acquire 26,185 shares of Company stock, which option was granted as of February 15, 2011 (the “Option”). The Option shall remain exercisable until the earlier of (i) the date which is 90 days following the termination of the Consulting Period (as defined in the Consulting Agreement) or (ii) the final date of the term of such option. Executive acknowledges that the Option, together with the restricted stock units set forth above, represent the only equity awards with respect to Company stock held by Executive.
Equity Treatment. The Company and the Investors shall, for all purposes, treat the Series B Preferred as equity and not as debt securities.
Equity Treatment. Exhibit A to this Agreement sets forth all stock options with respect to shares of the Company’s common stock held by the Executive that are outstanding and the portion thereof vested as of the Separation Date (such vested portion being the “Vested Awards”). Other than the Vested Awards, all Company equity awards granted to the Executive prior to the Separation Date shall lapse and be forfeited as of the Separation Date. Neither the Company nor any of its subsidiaries shall have any obligation to issue to the Executive any additional equity awards or any additional shares of common stock of the Company or any subsidiary. For the avoidance of doubt, (a) any Company common stock resulting from the Executive’s vested equity awards that were settled prior to the Separation Date (including any shares held under the Executive’s brokerage account with Fidelity Stock Plan Services) shall not be affected by this Section 4, (b) the Executive’s termination of employment does not constitute a “qualifying retirement” for purposes of any agreement, plan or arrangement with the Company, including but not limited to stock options, restricted stock units, market stock units or performance share unit awards previously granted to the Executive, and (c) any Vested Awards that are stock option awards shall remain exercisable by the Executive as specified in the Company’s 2005 Long Term Incentive Compensation Plan and the applicable option agreement.
Equity Treatment. Notwithstanding the terms in any award agreement, all equity-based awards granted to Executive shall be treated as follows: (i) all unvested stock options immediately shall vest, become exercisable and together with Executive’s other vested, unexercised stock options, remain exercisable until the expiration of their full original term; (ii) all outstanding time-based restricted stock units and restricted stock automatically shall vest and be convertible into the Company’s common stock, with settlement to occur within seven (7) days thereafter (or such later date as may be required to comply with Code Section 409A); (iii) all performance-based stock units shall vest at the greater of one hundred percent (100%) of the applicable target level and actual performance determined based on the results through the last completed calendar quarter prior to the termination date and shall be convertible into the Company’s common stock, with settlement to occur within seven (7) days thereafter (or such later date as may be required to comply with Code Section 409A); and (iv) any other equity-based awards shall vest in accordance with the terms of the applicable equity-based plan or grant agreement. To the extent that any equity award outstanding as of the date of this Agreement are inconsistent with this provision, they are hereby amended effective as of the date hereof.
