Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement: (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period; (ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.
Appears in 2 contracts
Samples: Employment Agreement (Prime Medicine, Inc.), Employment Agreement (Prime Medicine, Inc.)
Equity. Following the Effective Date, Employee shall be granted 240,000 shares of Stock (the “Restricted Shares”) and options to purchase 250,000 shares of Stock (the “Options”). The equity awards held by Restricted Shares and the Executive Options shall continue be adjusted on the date of grant to reflect the percentage of the Company such amounts reflect as of the Commencement Date, on a fully diluted basis, and shall be governed by the subject to such terms and conditions of as determined by the Company, as set forth in the Company’s applicable equity incentive plan(sfinal Long-Term Incentive Plan (“LTIP”) that shall be in effect upon the Effective Date or immediately thereafter (which for purposes of clarification, may contain revisions, approved by the Company’s Board, as compared to the Company’s 2010 Long-Term Incentive Plan that was filed with the Bankruptcy Court). Twenty-five percent (25%) of each of the Restricted Shares and the applicable award agreement(s) (collectively, Options shall be vested as of the “Equity Documents”); provided, howeverdate of grant, and notwithstanding the remaining Restricted Shares and Options shall vest thereafter in three (3) substantially equal vesting tranches on each of the first three (3) anniversaries of the Effective Date, subject to Employee’s continued employment with the Company through each such vesting date. The strike price of the Options shall be set by the LTIP but shall be no less than the fair market value of the Stock on the date of grant, as determined by the Compensation Committee in good faith in a manner consistent with the exemption from Section 409A of the Code provided under Treasury Regulation 1.409A-1(b)(5) with respect to “stock rights.” Notwithstanding anything to the contrary in any applicable option the LTIP or award agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject relating to the terms of Sections 5 Restricted Shares or 6 of this Agreement; provided furtherthe Options, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all 100% of the then-outstanding available unvested Restricted Shares and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted Options shall vest, to the Executive prior to extent not yet vested or expired, upon the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as consummation of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described so long as Employee remains employed by the Company at the time of execution of a definitive agreement with respect to such Change in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsControl.
Appears in 2 contracts
Samples: Employment Agreement (Fairpoint Communications Inc), Employment Agreement
Equity. (a) The Company recognizes that equity awards held by participation in the Company through the grant of options is essential to induce Executive shall to agree to continue to be governed by provide the terms and conditions services pursuant to this Agreement. Accordingly, (i) on the Commencement Date the Company shall grant to Executive a five (5) year stock option to purchase 375,000 shares of the Company’s applicable equity incentive plan(s's Common Stock and (ii) and on the applicable award agreement(sone year anniversary of the Commencement Date the Company shall grant to Executive a five (5) year stock option to purchase a minimum of 375,000 shares of the Company's Common Stock, provided, that, Executive's employment has not been terminated by the Company for cause as defined in Section 9(a) hereof or terminated by Executive without good reason as defined in Section 10 hereof (collectively, the “Equity Documents”"NEW OPTIONS"); provided. The exercise price per share of the New Options shall equal the closing price of the Company's common stock on the date of grant of each New Options (the Commencement Date shall be the date of grant for the New Options to purchase 375,000 shares issued on the date hereof). The New Options shall each vest in equal quarterly amounts over a one year period beginning March 31, however2007 and March 31, 2008, respectively, subject to accelerated vesting in the event of a change of control (as defined in the form of New Option). The form of New Options is attached as EXHIBIT A hereto. In addition to grants of the New Options, the Company agrees on the Commencement Date to extend for an additional 3 years the expiration dates of all options and notwithstanding anything warrants expiring in calendar year 2007 and 2008 owned by Executive and CMH Capital Management Corp. ("CMH"), an affiliated entity of Executive (the "EXTENDED OPTIONS AND WARRANTS"). A list of the Extended Options and Warrants is set forth on EXHIBIT B hereto. Following the issuance of the New Options (including the New Option in the minimum amount of 375,000 shares to be issued on the contrary one year anniversary of the Commencement Date), when aggregated with the prior options and warrants owned by Executive and CMH (including the Extended Options and Warrants), Executive's ownership in any applicable option agreement or other the Company represented by all options and warrants owned by him and CMH (exclusive of ownership of common stock-based award agreement:) as of the date hereof will be equal to 21.47% of the Company's outstanding securities on a fully diluted basis (assuming the exercise and conversion of all outstanding options, warrants and convertible securities (the "DERIVATIVE OWNERSHIP PERCENTAGE"). A list of all options and warrants owned by Executive and CMH including the New Options and the Extended Options and Warrants issued pursuant to this Section 6(a) together with a calculation of the Derivative Ownership Percentage, is attached as EXHIBIT B. The Company agrees to file an amendment to its Registration Statement on Form S-8, within 30 days as so directed by Executive, to register the shares underlying the New Options issued on the date hereof pursuant to this Section 6(a) hereof.
(ib) At anytime during the period ended December 31, 2008, in the event that the Executive’s employment is terminated by Company completes a financing (either a single transaction or series of transactions) consisting of the Company without Cause issuance of common stock or by any other securities convertible or exercisable into common stock, Executive shall receive (at the closing of such financing) from the Company, at the same price as the securities issued in the financing, such number of additional options to purchase Common Stock so that Executive for Good Reasonmaintains his same Derivative Ownership Percentage as of the date hereof; provided, that, the Company will negotiate in good faith to establish a nonprovisions of this Section 6(b) shall provide anti-exclusive limited consulting relationship with the Executive for a period of dilution protection up to one year after or more maximum financing(s) aggregating $2.5 million. Any such additional options to be issued to Executive shall immediately vest on the Date date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, grant and shall include a seven contain substantially the same provisions (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all exclusive of the then-outstanding and unvested portion of vesting provisions) as the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration New Options issued pursuant to this subsection, and (IISection 6(a) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementshereof.
Appears in 1 contract
Samples: Employment Agreement (Network 1 Security Solutions Inc)
Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP):
(I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be governed exercisable until their expiration date;
(II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their Xx. Xxxxxxxxx Xxxxx October 18, 2018 expiration date; and
(III) With respect to all awards of RSUs and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSU and other stock-based equity awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are remain subject to performance-based vesting (conditions on your termination date, in the “Performanceevent and limited to the extent that compliance with the performance-Based Awards”) based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Code Section 162(m), such award shall become fully vested vest if and exercisable or nonforfeitable immediately as of to the Date of Termination extent the Committee certifies that the performance goal relating to such award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, further, that with respect to any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s RSU and other equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are remain subject to performance-based vesting conditions on your termination date, in the event and that are granted to the Executive after extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date shall not and be subject settled within ten (10) business days thereafter. Notwithstanding the foregoing, to acceleration the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to this subsection, and procedures adopted by CBS) at the vesting time of your termination and any acceleration portion of vesting your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such awards (if any) will portion shall instead be addressed in settled on the applicable award agreements.Permissible Payment Date; and
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Equity. In connection with the commencement of the Executive’s employment, the Company will recommend to the Board that Executive be granted an option to purchase 793,189 shares of the Company’s common stock, with an exercise price equal to the fair market value of the Company’s common stock as of the date of such grant (expected to be based on the Company’s most recent third party 409A valuation as of September 1, 2020), subject to time-based vesting as follows: 35% shall vest on the 12-month anniversary of Executive’s employment commencement date, 35% shall vest over months 13—24 of the Executive’s employment with one twelfth of the 35% vesting each month during such period, 15% shall vest over months 25—36 of the Executive’s employment with one twelfth of the 15% vesting each month during such period and 15% shall vest over months 37—48 of the Executive’s employment with one twelfth of the 15% vesting each month during such period, in each case subject to Executive’s continued employment with the Company on each such vesting date. The equity awards held by the Executive Executive, if approved by the Board, shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below)Equity Documents, all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards held by the Executive that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “PerformanceTime-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the a Change in Control (to be defined in the Equity Documents) occurs and within one (1) month prior to, or within twelve (12) months after, the effective time of such Change in Control, Executive’s employment terminates due to an involuntary termination (not including death or Disability) without Cause (as defined below) or due to Executive’s voluntary termination with Good Reason (as defined below). At the election of the Executive, with the option described in this paragraph may be exercised in whole or in part at any time as to shares that have not yet vested; provided, however, that as a condition to exercising the option for unvested shares, the Executive shall execute a restricted stock purchase agreement in a form provided by the Company that will provide for, among other things, a repurchase of any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described unvested shares in the Plan (as defined below) shall not apply to the event of termination of Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of employment before such awards (if any) will be addressed in the applicable award agreementsunvested shares have vested.
Appears in 1 contract
Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP):
(I) All outstanding stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(j) above), and will continue to be governed exercisable until their expiration date;
(II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their expiration date; and
(III) All outstanding RSUs and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSUs and other stock-based equity awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are remain subject to performance-based vesting (conditions on your termination date, in the “Performanceevent and limited to the extent that compliance with the performance-Based Awards”) shall become fully vested and exercisable based compensation exception is required in order to ensure the deductibility of any such RSU or nonforfeitable immediately Xxx Xxxxxxxx as of July 1, 2013 other equity award under Code Section 162(m), such award shall vest if and to the Date extent the Committee certifies that a level of Termination the performance goal(s) relating to such award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, further, that with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply respect to the Executive’s outstanding RSUs and other equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are remain subject to performance-based vesting conditions on your termination date, in the event and that are granted to the Executive after extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the performance goal(s) were achieved at target level, if and to the extent applicable) on the Release Effective Date and be settled within ten (10) business days thereafter; provided, further, that to the extent any outstanding RSUs and other equity awards (or portions thereof) granted prior to the Effective Date shall not be constitute “deferred compensation” within the meaning of Section 409A, then, subject to acceleration the requirement that settlement of such awards be delayed until the Permissible Payment Date (see below), such awards shall immediately vest on the Release Effective Date, but settlement of such awards shall occur in accordance with the established vesting and settlement schedule for such awards as though their vesting were not accelerated pursuant to this subsectionclause (E)(III). Notwithstanding the foregoing, to the extent that you are a “specified employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by CBS) at the vesting time of your termination and any acceleration portion of vesting your RSU and other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Section 409A, such awards (if any) will portion shall instead be addressed in settled on the applicable award agreements.Permissible Payment Date; and
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Equity. The equity awards held by Subject to the approval of the Board, the Executive shall continue will be granted an option to be governed by the terms and conditions purchase 600,000 shares of the Company’s applicable equity incentive plan(s) and common stock with an exercise price per share equal to the applicable award agreement(s) fair market value as of the date of grant (collectively, the “Equity DocumentsOption”). The Option will be subject to the terms of and contingent upon the Executive’s execution of a stock option award agreement issued pursuant to the Company’s 2022 Stock Option and Incentive Plan (the “Plan”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, case during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements. The Company shall recommend to the Board that you be granted an option to purchase an additional 250,000 shares of the Company's common stock with an exercise price equal to the fair market value at the time of grant (the “Milestone Equity”). Milestone Equity will vest upon achievement of each agreed milestone that will be set forth in the applicable equity agreement (the “Milestones”). The Company will discuss the milestones with you, which will be determined by the CEO, in consultation with the Board, and finalized the time of grant or as soon as practicable thereafter. In the event of any discrepancy between Section 2 and the applicable stock option agreement, including, without limitation, with respect to the description of the Milestones, the Milestone Equity and the Equity, the stock option agreement will govern. Milestone Equity will be subject to the terms of, and contingent upon your execution of, a stock option agreement issued pursuant to the Plan.
Appears in 1 contract
Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP):
(I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be governed exercisable until their expiration date;
(II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their expiration date; and
(III) With respect to all awards of RSUs and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSU and other stock-based equity awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are remain subject to performance-based vesting (conditions on your termination date, in the “Performance-Based Awards”) shall become fully vested event and exercisable or nonforfeitable immediately limited to the extent that Xxxxxxxx Xxxxxxxx as of January 1, 2019 compliance with the Date performance-based compensation exception is required in order to ensure the deductibility of Termination any such RSU or other equity award under Code Section 162(m), such award shall vest if and to the extent the Compensation Committee certifies that the performance goal relating to such award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, further, that with respect to any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s RSU and other equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are remain subject to performance-based vesting conditions on your termination date, in the event and that are granted to the Executive after extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date shall not and be subject settled within ten (10) business days thereafter. Notwithstanding the foregoing, to acceleration the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to this subsection, and procedures adopted by CBS) at the vesting time of your termination and any acceleration portion of vesting your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such awards (if any) will portion shall instead be addressed in settled on the applicable award agreements.Permissible Payment Date; and
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Equity. The equity awards held (a) Subject to final approval by the Executive shall continue Board and receipt of all other required approvals to be governed by secured contemporaneously, through a Board of Director action, with the signing and approval of this Agreement, effective on the Start Date, you will be awarded 3,040,819 Incentive Units, which equals 7% of the Company’s currently outstanding equity on a fully-diluted basis as of the date hereof, including for such purposes the conversion of all convertible securities (the “Equity Award”). The Equity Award shall be subject to the terms and conditions set forth in the Amended and Restated Operating Agreement of the Company’s applicable equity incentive plan(s) , dated October 4, 2013, as amended and supplemented from time to time (the “Operating Agreement”), and the applicable Company’s standard form agreement for the award agreement(s) of Incentive Units (collectivelythe “Grant Agreement”). The Incentive Units will be issued with a Strike Price1 determined in accordance with the Operating Agreement. For informational purposes, on May 1, 2014, the “Board most recently determined that the then-current Strike Price was $37,149,026. The Equity Documents”); provided, however, and notwithstanding anything Award shall be subject to a four-year vesting schedule in which 25% of the Incentive Units subject to the contrary in any applicable option agreement or other stockEquity Award shall vest on the one-based award agreement:
(i) year anniversary of the Start Date and the remainder shall vest ratably on a monthly basis over the following 36 months, subject to continued employment. Notwithstanding the above, in the event that the Executive’s Company terminates your employment is terminated by the Company without Cause or by the Executive for you resign with Good ReasonReason (both as defined below), within 12 months following a Sale of the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for you shall immediately vest in all Incentive Units subject to the avoidance of doubtEquity Award.
(b) The Board may also, in no its discretion, award you additional Incentive Units subject to time based and/or performance based vesting. The terms of the Operating Agreement and any associated award agreement (collectively the “Equity Documents”) shall apply to any equity grant. In the event will of any conflict between the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as terms set forth in this Agreement and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisionsthe Equity Documents, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all terms of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) Equity Documents shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementscontrol.
Appears in 1 contract
Equity. The equity (a) Pre-November 2, 2017 Equity Awards.
(i) All stock options and other stock-based awards held by the Executive that are subject to time-based or performance-based vesting and were granted on or before November 2, 2017 (the “Pre-November 2, 2017 Equity Awards”) shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and ), the applicable award agreement(s) governing the terms of such equity awards (collectivelytogether with the applicable equity incentive plan(s), the “Equity Documents”) and the terms set forth in this Section 3(a); . Notwithstanding anything to the contrary in the Equity Documents, upon a Change in Control that occurs during the Executive’s employment, all Pre-November 2, 2017 Equity Awards shall immediately accelerate twelve (12) months so that the shares that would have vested in the twelve (12) month period following such Change in Control would become immediately vested and the remaining unvested shares would continue to vest in accordance with their terms but on a schedule that would be twelve (12) months earlier than had the Change in Control not transpired. The Executive shall also be entitled to any other rights and benefits with respect to the Pre-November 2, 2017 Equity Awards, to the extent and upon the terms provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted.
(ii) In the event a Qualifying Termination Event occurs within the Change in Control Period, all Pre-November 2, 2017 Equity Awards shall accelerate and become exercisable or non-forfeitable as of the later of (i) the Date of Termination and (ii) the effective date of the Separation Agreement and Release (as defined below). Any termination or forfeiture of the unvested portion of such equity grants that would otherwise occur on the Date of Termination will be delayed until the Effective Date of the Separation Agreement and Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective.
(b) Post-November 2, 2017 Equity Awards.
(i) All stock options and other stock-based awards held by the Executive that are subject to time-based or performance-based vesting and were granted after November 2, 2017 (the “Post-November 2, 2017 Equity Awards”) shall continue to be governed by the Equity Documents, provided, however, and notwithstanding anything to the contrary in any applicable option agreement the Equity Documents or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by Prior Agreement, the Executive for Good Reason, the Company will negotiate in good faith shall not have any right to establish a non-exclusive limited consulting relationship with the Executive for a period accelerated vesting of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions equity award upon a Change in Control described absent a Qualifying Termination Event, and the Executive hereby waives Section 4(c) of the Prior Agreement and any corresponding provision in the Plan any equity plan or award agreement with respect to any Post-November 2, 2017 Equity Award.
(as defined belowii) Any outstanding, non-vested time-based Post-November 2, 2017 Equity Awards shall not apply to immediately vest upon a Change in Control that occurs during the Executive’s equity employment unless the successor entity assumes, continues or substitutes such awards that are subject (in the latter case, with a Replacement Award), in which case such awards would continue to acceleration pursuant vest and be paid according to this subsectiontheir terms.
(iii) Any outstanding, and (II) any stock options or other stocknon-based awards that are subject to vested performance-based vesting Post-November 2, 2017 Equity Awards shall immediately vest and be paid at target (without proration) upon a Change in Control that are granted to occurs during the Executive after Executive’s employment unless the Effective Date shall not be subject to acceleration pursuant to this subsectionsuccessor entity assumes, and the vesting and any acceleration of vesting of continues or substitutes such awards (if any) will be addressed in the applicable award agreementslatter case, with a Replacement Award).
Appears in 1 contract
Samples: Executive Agreement
Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP):
(I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be governed exercisable until their expiration date;
(II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their expiration date; and
(III) With respect to all awards of RSUs and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSU and other stock-based equity awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are remain subject to performance-based vesting (conditions on your termination date, in the “Performanceevent and limited to the extent that compliance with the performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately based compensation Xxxxxxx X. Xxxxx as of January 1, 2019 exception is required in order to ensure the Date deductibility of Termination any such RSU or other equity award under Code Section 162(m), such award shall vest if and to the extent the Committee certifies that the performance goal relating to such award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, further, that with respect to any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s RSU and other equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are remain subject to performance-based vesting conditions on your termination date, in the event and that are granted to the Executive after extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date shall not and be subject settled within ten (10) business days thereafter. Notwithstanding the foregoing, to acceleration the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to this subsection, and procedures adopted by CBS) at the vesting time of your termination and any acceleration portion of vesting your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such awards (if any) will portion shall instead be addressed in settled on the applicable award agreements.Permissible Payment Date; and
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Equity. The Any equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the “Equity Documents”); provided, however, and provided that notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
the Equity Documents, in the event of (i) the Executive’s death, (ii) termination of Executive’s employment due to disability (as defined below), or (iii) the Executive’s termination of his employment hereunder with Good Reason (as defined below), 100% of any unvested shares under the incentive and non-qualified stock options granted to the Executive on September 8, 2018, October 18, 2018 and January 19, 2019 (the “Initial Equity Awards”) shall vest upon the Executive’s Date of Termination (as defined below). In addition, upon the earlier of (x) six (6) months after the consummation of a Sale Event (as defined in the Company’s 2019 Stock Option and Incentive Plan, as amended and restated thereafter from time to time, or its successor (the “Plan”)) and (y) termination of the Executive’s employment upon or following the consummation of a Sale Event for any reason other than for Cause, 100% of any unvested shares of the Initial Equity Awards shall vest effective as the date of the event set forth in (x) or (y), as applicable. Notwithstanding anything to the contrary in the Plan or any stock option agreement, in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for terminates his employment with Good Reason, the Company will negotiate Executive shall have until the earlier of (i) the original 10-year expiration date for such vested stock options as provided in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after applicable Equity Documents, or (ii) twelve (12) months following the Executive’s Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive exercise any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully have vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, (the Change in Control (as defined below“Extended Exercise Period”), with ; provided that any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are stock option subject to acceleration pursuant this Extended Exercise Period shall cease to this subsection, and (II) any be treated for tax purposes as an incentive stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsoption.
Appears in 1 contract
Equity. The Company’s Compensation and Human Capital Committee has determined that the Executive is eligible to participate in the Company’s LTI good leaver program (the “LTI Program”), such that, in accordance with and subject to the terms of the LTI Program, a pro-rata portion (the “Pro-Rated Amount”) of each outstanding equity award over the Company’s common stock held by the Executive on the Separation Date, which award has not been internally designated as a “Founders Grant” and which award has been held by the Executive, as of the Separation Date, for at least one (1) year from the applicable date of grant thereof, shall remain outstanding and shall continue to vest, in substantially equal amounts, over the remaining vesting schedule of the award, subject to the Executive’s continued compliance in all material respects with the terms of this Agreement. The Pro-Rated Amount shall be determined using the following formula (the “Pro-Ration Formula”):
(a) divided by (b) multiplied by (c) minus (d), where:
(a) is number of the days the Executive was employed during the award’s aggregate vesting period;
(b) is the total number of days in the award’s aggregate vesting period;
(c) is the total number of shares originally subject to the award; and
(d) is the number of shares subject to the award that have already vested. Any equity award that was granted subject to both performance-based and service-based vesting and for which performance has already been measured, including, for the avoidance of doubt, any such equity award granted by General Electric Company (“GE”) and assumed by the Company, shall be treated as described above. However, with respect to equity awards that are subject to both performance-based and service-based vesting and for which performance has not yet been measured, the Pro-Ration Formula shall apply to the lesser of the number of shares issuable upon target level of performance and actual performance. In addition, notwithstanding anything to the contrary in the applicable award agreement, the Pro-Rated Amount of each outstanding stock option held by the Executive shall continue to remain exercisable until the applicable original option expiration date (as set forth in the applicable option award agreement). For the avoidance of doubt, (i) no portion of any Founders Grant shall be pro- rated and (ii) each outstanding award other than the Pro-Rated Amount thereof shall be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, agreement as in effect on the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination date hereof (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of modified by this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.
Appears in 1 contract
Equity. The equity awards held Subject to approval by the Executive shall continue Board on or before each of the grant dates set forth below, Employee will be granted the following stock options (the “Options”):
(a) an option to purchase 150,000 shares of Company common stock to be governed granted on the date which is the earlier of (i) the date of the Company’s achievement of a milestone to be determined by the Board, or (ii) October 15, 2007 (the “September Option”), which shall vest on a monthly basis over the three (3) month period following September 11, 2007 (subject to Employee’s continuous service to the Company in any capacity);
(b) an option to purchase 150,000 shares of Company common stock to be granted on December 1, 2007 (the “December Option”), which shall vest on a monthly basis over the three (3) month period following the grant date (subject to Employee’s continuous service to the Company in any capacity);
(c) at the discretion of the Board (upon recommendation of the Compensation Committee of the Board (the “Compensation Committee”)), an option to purchase shares of Company common stock to be granted on the date that the Board (upon recommendation of the Compensation Committee) determines whether and the extent to which the 90 Day Goals (described in Section 5 below) have been met, and which shall be exercisable for a number of shares to be determined by the Board (upon recommendation of the Compensation Committee) but not to exceed 37,500; and
(d) at the discretion of the Board (upon recommendation of the Compensation Committee), an option to purchase shares of Company common stock to be granted on the date that the Committee determines whether and the extent to which the 180 Day Goals (described in Section 5 below) have been met, and exercisable for a number of shares of Company common stock to be determined by the Board (upon recommendation of the Compensation Committee) but not to exceed 37,500. The exercise price of each of the foregoing Options will be equal to the closing price of the Company’s common stock on the Option grant date as reported by the OTC Bulletin Board. Each Option will also be subject to the terms and conditions of the Company’s applicable equity incentive plan(s) 2006 Stock Incentive Plan and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable form of stock option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) which Employee will be addressed in required to sign as a condition of receiving the applicable award agreementsOption.
Appears in 1 contract
Equity. The equity awards held by It will be recommended to the Board that it grant Executive shall continue a stock option to be governed by the terms and conditions purchase 3,361,045 shares of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) common stock (collectively, the “Equity DocumentsOption”); provided. The exercise price per share for the Option will be the fair market value of an underlying share of the Company’s common stock on the date of grant, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated as determined by the Company without Cause or by Board in a manner intended to comply with Section 409A of the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination Code (as defined below), provided that, for . The vesting schedule of the avoidance Option will be as follows: (i) twenty-five percent (25%) of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and shares subject to the terms Option shall vest on the one (1) year anniversary of Sections 5 or 6 of this Agreementthe Effective Date; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) one forty-eighth (1/48th) of the shares subject to the Option shall vest each month thereafter on the same day of the month as the Effective Date (and if there is no corresponding day, on the last day of the month), subject to Executive continuing to be a service provider to the Company on each such date. Notwithstanding the foregoing, if there is a Change in Control, (A) fifty percent (50%) of the event that unvested shares subject to the Option shall vest upon the closing of such Change in Control and (B) the remaining fifty percent of the unvested shares subject to the Option shall vest upon the earlier of (I) the termination of Executive’s employment is terminated by the Company without Cause or by the Executive Executive’s resignation for Good Reason, in each case, Reason during the 12-month period immediately following the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (BII) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting twelve (the “Performance-Based Awards”12) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, months following the Change in Control (as defined belowcollectively, such acceleration terms, the “Option Acceleration”), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, the Conditions Precedent described in Section 8(b) shall apply to the Option Acceleration in the event of clause (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) preceding sentence. The Option shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsectionthe terms, definitions and conditions, including vesting requirements, of the Company’s 2014 Equity Incentive Plan (the “Equity Plan”) and a stock option agreement between Executive and the Company (the “Option Agreement”), both of which are incorporated herein by reference. No right to any stock is earned or accrued until such time that vesting and occurs, nor does the xxxxx xxxxxx any acceleration of right to continue vesting of such awards (if any) will be addressed in the applicable award agreementsor employment.
Appears in 1 contract
Samples: Executive Employment Agreement (Osprey Technology Acquisition Corp.)
Equity. The outstanding equity awards held by (“Equity Awards”) issued to Employee as of the Executive Separation Date, as attached hereto in Exhibit A, shall continue to be governed by vest through the terms and conditions last day of the Transition Period (as defined below) in accordance with the Company’s applicable equity incentive plan(s) 2018 Equity Incentive Plan, the Company’s Amended and Restated 2011 Equity Incentive Plan, and the applicable award agreement(s) Company’s 2014 Employment Commencement Incentive Plan, as amended (collectively, the “Equity DocumentsAgreement”); provided, however, and notwithstanding anything to . Employee shall have no less than 12 months from the contrary in any applicable option agreement or other stock-based award agreement:
Separation Date (i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, but in no event will beyond the Executive be eligible remaining term of such Equity Awards) to receive exercise any cash compensation from Equity Awards already vested as of Separation Date. Equity Awards that vest during the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship Transition Period shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, exercisable during the Change in Control Period (as defined below), all 90-day period following the termination of the then-outstanding and Transition Period. All unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately Equity Awards as of the Date termination of Termination orthe Consulting Period shall be immediately cancelled and forfeited. Employee’s rights with respect to Equity Awards giantdom/her shall be governed by the Equity Agreement, if laterprovided that nothing therein shall be construed in a manner that reduces the period of continued vesting or the period of exercisability identified in this Section 2(b). Employee acknowledges and agrees that except as otherwise stated in this paragraph, the Change in Control (as defined below)he/she does not now, with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described and will not in the Plan (as defined below) shall not apply future, have rights to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) vest in any other stock options or equity under any stock option or other stock-based awards equity plan (of whatever name or kind) that are subject Employee participated in, or was eligible to performance-based vesting and that are granted to participate in, during his/her employment with the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsCompany.
Appears in 1 contract
Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP):
(I) All awards of stock options that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be governed exercisable until their expiration date;
(II) All awards of stock options that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their expiration date; and
(III) With respect to all awards of RSUs and conditions of other equity awards that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship extent compliance with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (compensation exception is required in order to ensure the “Performance-Based Awards”) deductibility of any such RSU or other equity award under Internal Revenue Code Section 162(m), such RSU or other equity award shall become fully vested vest if and exercisable when the CBS Compensation Committee certifies that the performance goal relating to such RSU or nonforfeitable immediately as of the Date of Termination other equity award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, with any such Performance-Based Awards vesting at target. For the avoidance of doubtfurther, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply that to the Executive’s extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs and other equity awards that are subject to acceleration pursuant to this subsectionwould otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to such portion shall be settled on the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.Permissible Payment Date; and
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Equity. The equity awards held by [Subject to the approval of the Board (and subject to any adjustment in the event of a stock split or other similar changes in the Company’s common stock), the Executive shall continue will be granted an option to be governed by the terms and conditions purchase [_______] shares of the Company’s applicable equity incentive plan(scommon stock with an exercise price per share equal to the fair market value as of the date of grant (the “Time-Based Option”). The Time-Based Option will be subject to the terms of and contingent upon the Executive’s execution of a stock option award agreement issued pursuant to the Company’s 2022 Stock Option and Incentive Plan (the “Plan”) and will vest over a period of four years, subject to the Executive’s continued service relationship with the Company on each applicable vesting date specified in the stock option award agreement(s) agreement. [In addition, subject to the approval of the Board (collectivelyand subject to any adjustment in the event of a stock split or other similar changes in the Company’s common stock), the Executive will be granted an option to purchase an additional [_____] shares of the Company’s common stock with an exercise price equal to the fair market value as of the date of grant (the “Equity DocumentsMilestone Option”); provided, howeverwith [_____] vesting upon [_____] ([together,] the “Milestone[s]”), provided that in each case the Executive remains in a service relationship with the Company on the date of achievement of the [applicable] Milestone. The Milestone Option will be subject to the terms of and notwithstanding contingent upon the Executive’s execution of a stock option award agreement issued pursuant to the Plan.] Notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, case during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to prevent any acceleration of vesting for the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to [(including, without limitation, the Executive after the Effective Date Milestone Option)] shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.]
Appears in 1 contract
Equity. The equity awards held by the Executive shall continue AFCG’s management will recommend to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event its Board that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from awarded, as soon as practicable following the Company during such consulting relationship except as set forth date hereof, an initial, sign-on equity grant having a grant date fair value of $1,000,000 in and subject to restricted common stock under the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting AFCG Stock Incentive Plan (the “Performance-Based AwardsPlan”) shall become fully vested and exercisable or nonforfeitable immediately as on AFCG’s standard vesting terms of thirty-three percent (33%) of such grant vesting on each of the Date of Termination or, if later, the Change in Control second (as defined below2nd), with any such Performance-Based Awards vesting at targetthird (3rd) and fourth (4th) anniversaries of Executive’s start date. For the avoidance of doubt, the Executive shall be entitled to cash dividends for all restricted common stock issued to him even when such restricted common stock is not yet vested, in accordance with the Plan. In addition, Executive will be eligible (Ia) to purchase one percent (1%) of the forfeiture provisions equity of AFC BDC at the price of the initial fundraise, with a possible increase prior to the initial fundraise for AFC BDC and (b) subject to approval by the applicable Board or a committee thereof in its discretion, for subsequent equity grants of (x) restricted common stock under the Plan, annually and (y) AFC BDC common stock. Notwithstanding anything herein or elsewhere to the contrary, all of the Executive’s outstanding equity shall fully vest upon the occurrence of both (i) a Change in Control described in the Plan Event (as defined belowin the Plan) and (ii) Executive’s termination of employment within three (3) months prior to or one (1) year following such Change in Control Event, in each case as a result of a termination by the Company without Cause (other than due to Executive’s death or Disability) or a termination by Executive for Good Reason. For the avoidance of doubt, an Internalization Transaction, as defined under the terms of the Company’s management agreement with AFCG, as the same may be amended from time-to-time, shall not apply constitute a Change in Control Event for the purposes herein. Notwithstanding anything herein or elsewhere to the contrary, the Executive’s outstanding equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to shall be treated no less favorably than the equity of the Chief Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of Officer in connection with such awards (if any) will be addressed Change in the applicable award agreementsControl.
Appears in 1 contract
Equity. The a. You and the Company acknowledge that you have been granted certain equity awards held by during your employment, as set forth in Exhibit C.
b. With regard to the Executive shall continue Options and Time-Based RSUs (each, as defined in and set forth in Exhibit C, and collectively referred to be governed by herein as the “Time-Based Equity”), which were granted pursuant to the Plan and stock award agreements and any other documents between you and the Company setting forth the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) Time-Based Equity (collectively, the “Time-Based Equity Documents”); provided, howevervesting will cease as of the end of the Consulting Period under the terms of the Time-Based Equity Documents. Notwithstanding the terms of the Plan or any of the Time-Based Equity Documents to the contrary, if you comply fully with the Enhanced Severance Requirements, then the unvested portion of the Time-Based Equity awards that would have vested in the twelve (12) month period following the end of the Consulting Period, had you remained in continuous service with the Company during such twelve (12) month period, will be automatically vested as of the end of the Consulting Period. Your rights to exercise your Options as to any vested shares will be as set forth in the Time-Based Equity Documents, and notwithstanding as may be modified by Section 7(c) below.
c. Notwithstanding anything to the contrary in the Plan or the Time-Based Equity Documents, if you comply fully with the Enhanced Severance Requirements, then the Options may be exercised as to any applicable option agreement or other stock-based award agreement:
vested shares subject to the Options through the earlier of: (i) the date that is eighteen (18) months following your Separation Date or (ii) the original expiration date applicable to each of the Options, unless terminated earlier in accordance with the event terms of the Plan and Time-Based Equity Documents. Except as provided in this Agreement, all terms, conditions and limitations applicable to the Options will remain in full force and effect pursuant to the Plan and Time-Based Equity Documents; provided however, you acknowledge that this Section 7 sets forth the full agreement between the parties as to the treatment of your Options as of the Separation Date and that you are not entitled to any other options to purchase shares of the Company. The Company makes no representations or guarantees regarding the status of your Options as incentive stock options (“ISOs”). You understand and agree that to the extent any of the Options granted as an ISO is “in-the-money” (the fair market value of the underlying shares is greater than the exercise price of the Option), as of the Separation Date, such Option will be treated as a non-qualified stock option (“NSO”) for federal tax purposes. No shares of the Company will be issued to you in respect of any Option treated as an NSO unless and until you satisfy such tax obligations. You acknowledge that the Executive’s employment Company is terminated not providing tax advice to you and that you have been advised by the Company without Cause or by to seek independent tax advice with respect to the Executive for Good Reasonexercise and modification of the Options.
d. With regard to the Performance-Based RSUs (as defined in and set forth in Exhibit C), the Company will negotiate in good faith which are subject to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination certain Performance Milestones (as defined below), provided that, for and which were granted pursuant to the avoidance of doubt, in no event will the Executive be eligible to receive Plan and stock award agreements and any cash compensation from other documents between you and the Company during such consulting relationship except as set setting forth in and subject to the terms of Sections 5 the Performance-Based RSUs (the “Performance- Based RSU Documents”), notwithstanding the terms of the Plan or 6 any of this Agreement; provided furtherthe Performance-Based RSU Documents to the contrary, that any such consulting relationship shall be subject if you comply fully with the Enhanced Severance Requirements, then the period in which to a consulting agreement that will containachieve (i) confirmation of TDAPA status and receipt of HCPCS code for IV Korsuva, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all screening of the then-outstanding first patient for the AD P3 trial, and unvested portion (iii) dosing of the Executive’s stock options and other stock-based awards that first patient for the AD P3 trial (A) are subject solely such milestones referred to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (collectively as the “Performance Milestones”) shall be extended through March 31, 2022; if the Performance Milestones are achieved on or before March 31, 2022, then the Performance-Based Awards”) RSUs shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination orvest; if, if laterhowever, the Change in Control (as defined below)Performance Milestones are not achieved by March 31, with any such 2022, then the Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) RSUs shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, terminate and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsforfeited immediately.
Appears in 1 contract
Equity. The equity awards held by Subject to any accelerated vesting provided under Section 7(a) of the Executive shall continue Severance Plan, all options that Employee holds to be governed by the terms and conditions purchase shares of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything common stock pursuant to the contrary Company’s 2017 Equity Incentive Plan (“2017 Plan”) or in each case any applicable option agreement or other stock-based award agreement:
(i) in predecessor plans, that are not vested as of the event Termination Date shall lapse on that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company date and will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period not be exercisable. The exercise of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive any vested stock options shall be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 the 2017 Plan and the agreement(s) evidencing such stock options, including, without limitation, the time limits on exercise. Subject to any accelerated vesting provided under Section 7(a) of this Agreement; provided furtherthe Executive Severance Plan, pursuant to the terms of the 2017 Plan and the agreement(s) evidencing any restricted stock units (“RSUs”) held by Employee as of the Termination Date, all RSUs (time-based and performance-based) held by Employee that any such consulting relationship are not vested as of the Termination Date shall be subject automatically canceled as of such date. This section is not intended to a consulting agreement that will contain, among other provisions, modify in any respect the Company’s then current standard general release of claims against rights to which Employee would otherwise be entitled if Employee were not to agree to this Agreement or the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s terms governing stock options and other stock-based awards that RSUs. EMPLOYEE UNDERSTANDS THAT NEITHER THIS AGREEMENT NOR THE COURSE OF EMPLOYEE’S EMPLOYMENT WITH THE COMPANY, OR ANY OTHER SERVICE TO THE COMPANY, GIVES OR GAVE EMPLOYEE ANY RIGHT, CONTINUING OR OTHERWISE, TO THE REVENUES AND/OR PROFITS OF THE COMPANY AND/OR ANY OTHER RELEASEE (AAS DEFINED BELOW) are subject solely to time-based vesting or OR ANY OTHER INTEREST, ECONOMIC OR OTHERWISE, IN THE COMPANY AND/OR ANY OTHER RELEASEE (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined belowAS DEFINED BELOW), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.
Appears in 1 contract
Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP):
(I) All outstanding stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) above), and will continue to be governed exercisable until their expiration date;
(II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain Xxxxxx X. Xxxxxxxxx as of July 1, 2017 exercisable until their expiration date; and
(III) With respect to all outstanding RSU and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards (or portions thereof) shall accelerate and vest immediately on the applicable award agreement(sRelease Effective Date and be settled within ten (10) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSUs and other stock-based equity awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are which remain subject to performance-based vesting (conditions on your termination date, in the “Performanceevent and limited to the extent that compliance with the performance-Based Awards”) based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Code Section 162(m), such RSU or other equity award shall become fully vested vest if and exercisable to the extent the Committee certifies that the performance goal relating to such RSU or nonforfeitable immediately as of the Date of Termination other equity award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter; provided, further, that with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply respect to the Executive’s RSUs and other equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are which remain subject to performance-based vesting conditions on your termination date, in the event and that are granted limited to the Executive after extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such RSU or other equity award, such RSU or other equity award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date shall not and be subject settled within ten (10) business days thereafter; provided, further, that to acceleration the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to this subsection, and procedures adopted by CBS) at the vesting time of your termination and any acceleration portion of vesting your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such awards (if any) will portion shall instead be addressed in settled on the applicable award agreements.Permissible Payment Date; and
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP):
(I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(j) above), and will continue to be governed exercisable until their expiration date;
(II) All stock option awards (or portions thereof) that have previously vested and become exercisable by the terms date of such termination shall remain exercisable until their expiration date; and
(III) With respect to all awards of RSUs and conditions of other equity awards (or portions thereof) that have not vested on the Company’s applicable equity incentive plan(sdate your employment is terminated, such awards shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) and the applicable award agreement(s) (collectively, the “Equity Documents”)business days thereafter; provided, however, and notwithstanding anything that with respect to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options RSU and other stock-based equity awards Xxxxxxx X. Xxxxxxxx as of June 7, 2013 that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are remain subject to performance-based vesting (conditions on your termination date, in the “Performanceevent and limited to the extent that compliance with the performance-Based Awards”) based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Code Section 162(m), such award shall become fully vested vest if and exercisable or nonforfeitable immediately as to the extent the Committee certifies that a level of the Date of Termination performance goal(s) relating to such award has been met, or, if later, the Change in Control Release Effective Date, and shall be settled within ten (as defined below)10) business days thereafter. Notwithstanding the foregoing, with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSU and other equity awards that are subject to acceleration pursuant to this subsectionwould otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to such portion shall instead be settled on the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.Permissible Payment Date; and
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Equity. The equity awards held by Subject to Employee’s (x) continued employment in good standing with the Executive shall continue to be governed by Company through March 15, 2023, (y) continued compliance with the terms and conditions of the Company’s applicable equity incentive plan(s) set forth in this Agreement and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination Restrictive Covenants (as defined below), provided thatand (z) execution, for re-execution and non-revocation of this Agreement pursuant to Section 4(g):
(i) One-hundred percent (100%) of the avoidance of doubt, in no event will the Executive be eligible RSUs granted to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject Employee pursuant to the terms RSU Grant Agreements shall vest as of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period Release Effective Date (as defined below), all of the then-outstanding and unvested ; and
(ii) A prorated portion of the Executive’s stock options and other stock-based awards that unvested PSUs granted to Employee pursuant to the PSU Grant Agreement shall vest as of the Release Effective Date, with such portion determined by multiplying the number of Target PSUs (as defined in the PSU Grant Agreement) by a fraction, (A) are subject solely to time-based vesting the numerator of which equals the number of calendar days that Employee was employed by the Company or any of its affiliates during the Performance Period (as defined in the PSU Grant Agreement) and (B) were granted the denominator of which equals the total number of calendar days in the Performance Period, and all then-unvested PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at targetCompany. For the avoidance of doubt, (I) Employee acknowledges and agrees that Employee has no further rights, payments or benefits under the forfeiture provisions upon a Change in Control described Plan, the Grant Agreements or any other equity compensation plans or agreements with the Company or any of its affiliates. Further, Employee hereby acknowledges and agrees that, in the Plan event (A) Employee’s representations to the Company as set forth in Section 5(e)(i) hereof are no longer accurate as of the Re-Execution Date (as defined below), or (B) Employee does not re-execute this Agreement or Employee revokes such re-execution, Employee shall not apply have no rights to the Executive’s equity awards payments and benefits set forth in this Section 2(c), and any RSUs and PSUs that are subject to acceleration pursuant to this subsection, unvested as of the Separation Date (and (IIall rights arising from such RSUs and PSUs and from being a holder thereof) will terminate automatically without any stock options or other stock-based awards that are subject to performance-based vesting further action by the Company and that are granted will be forfeited without further notice and at no cost to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsCompany.
Appears in 1 contract
Samples: Separation Agreement (Shoals Technologies Group, Inc.)
Equity. The outstanding equity awards held by issued to Employee as of the Executive Separation Date, as attached hereto in Exhibit A, shall continue to be governed by vest through the terms and conditions last day of the Consulting Period in accordance with the Company’s applicable equity incentive plan(s) 2018 Equity Incentive Plan, the Company’s Amended and Restated 2011 Equity Incentive Plan, the Company’s 2002 Equity Incentive Plan and the applicable award agreement(s) Company’s 2014 Employment Commencement Incentive Plan, as amended, or any grants of options, restricted stock awards and restricted stock units provided to Employee, if any, thereunder (collectively, the “Equity DocumentsAgreement”); provided. Provided that the Consulting Period does not terminate for Cause prior to March 31, however2021, equity awards vested as of the last day of the Consulting Period shall be exercisable during the 90-day period following the Consulting Period. All unvested equity awards as of the last day of the Consulting Period shall be cancelled and notwithstanding anything forfeited effective as of April 1, 2021. Employee’s rights with respect to equity awards granted to him/her shall be governed by the contrary Equity Agreements, provided that nothing therein shall be construed in a manner that reduces the period of continued vesting or the period of exercisability identified in this Section 2(b). Employee shall not be entitled to any applicable option agreement or other stock-based award agreement:
(i) additional consideration, including but not limited to, equity vesting in the event that the Executive’s employment is terminated by the Company without Cause of a Change of Control during, or by the Executive for Good Reasonat any time after, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship Consulting Period. Employee acknowledges and agrees that except as set forth otherwise stated in this paragraph, he/she does not now, and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, not in the Company’s sole discretionfuture, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) have rights to vest in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and any other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or equity under any stock option or other stock-based awards equity plan (of whatever name or kind) that are subject Employee participated in, or was eligible to performance-based vesting and that are granted to participate in, during his/her employment with the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsCompany.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Sarepta Therapeutics, Inc.)
Equity. The equity the following with respect to awards held by granted to you under the Executive LTIP (or any predecessor plan to the LTIP):
(I) All stock option awards (or portions thereof) that have not vested and become exercisable on the date of such termination, but which would otherwise vest on or before the end of an eighteen (18) month period thereafter, shall accelerate and vest immediately on the Release Effective Date, and will continue to be governed by exercisable until the greater of eighteen (18) months following the termination date or the period provided in accordance with the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”)grant; provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will shall the Executive be eligible to receive any cash compensation from exercise period extend beyond their expiration date.
(II) All stock option awards (or portions thereof) that have previously vested and become exercisable by Xxxxxxx X. Xxxxx as of January 1, 2019 the Company during date of such consulting relationship except as set forth termination shall remain exercisable until the greater of eighteen (18) months following the termination date or the period provided in and subject to accordance with the terms of Sections 5 or 6 of this Agreementthe grant; provided furtherprovided, however, that any such consulting relationship in no event shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;exercise period extend beyond their expiration date.
(iiIII) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period All outstanding restricted share unit (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options “RSU”) awards and other stock-based equity awards (or portions thereof) that would otherwise vest on or before the end of an eighteen (A18) are subject solely to time-based vesting or month period following the termination date (Bthe “Accelerated Share Awards”) were granted to shall accelerate and vest immediately on the Executive prior to the Release Effective Date and are be settled within ten (10) business days thereafter; provided, however, that with respect to Accelerated Share Awards that remain subject to performance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such Accelerated Share Award under Internal Revenue Code Section 162(m) (“Code Section 162(m)”), such Accelerated Share Award shall vest if and to the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of extent the Date of Termination Committee certifies that the performance goal relating to such Accelerated Share Award has been met, or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsectionRelease Effective Date, and shall be settled within ten (II10) any stock options or other stock-based awards business days thereafter; provided, further, that are with respect to Accelerated Share Awards that remain subject to performance-based vesting conditions on your termination date, in the event and that are granted to the Executive after extent that compliance with the performance-based compensation exception under Code Section 162(m) is not required in order to ensure the deductibility of any such Accelerated Share Award, such Accelerated Share Award shall immediately vest (with an assumption that the performance goal was achieved at target level, if and to the extent applicable) on the Release Effective Date shall not and be subject settled within ten (10) business days thereafter. Notwithstanding the foregoing, to acceleration the extent that you are a “specified employee” (within the meaning of Code Section 409A and determined pursuant to this subsection, and procedures adopted by CBS) at the vesting time of your termination and any acceleration portion of vesting your Accelerated Share Awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, such awards (if any) will portion shall instead be addressed in settled on the applicable award agreementsPermissible Payment Date.
Appears in 1 contract
Samples: Employment Agreement (CBS Corp)
Equity. The equity awards held by the Executive shall continue be eligible to be governed by the terms and conditions of participate in the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) Equity Incentive Plan (collectively, the “Equity DocumentsIncentive Plan”). The Executive shall receive an initial grant under the Equity Incentive Plan representing four percent (4.0%) of the value of the outstanding capital stock of the Company on a fully-diluted, as converted basis as of the Effective Date. The equity granted pursuant to this Section 3.6 shall be subject to the terms of the Equity Incentive Plan and an award agreement between the Company and the Executive; provided, however, that if there is any inconsistency between the provisions of this Agreement and notwithstanding anything to the contrary in any applicable option agreement Equity Incentive Plan or other stock-based award agreement, the provisions of this Agreement shall prevail. The terms of the initial grant shall include, but not be limited to, the following:
(ia) The grant shall be an option to purchase 444,444 shares of common stock of the Company at any option price per share equal to the fair market value of a share of common stock of the Company on the date of grant of $5.33 per share.
(b) The options shall vest in equal one-quarter installments if the Executive is employed by the Company on each of the first, second, third and fourth anniversaries of the Effective Date. In addition, all of the Executive’s unvested options shall vest immediately prior to the occurrence of a Liquidity Event (as defined in the Equity Incentive Plan), and the Executive shall be given reasonable prior notice of any such event.
(c) The Executive shall not be permitted to sell shares acquired upon the exercise of the option for a period of one (1) year commencing on the date of consummation of an Initial Public Offering without the consent of Cerberus (as these terms are defined in the Equity Incentive Plan).
(d) Section 10(a)(i) of the Equity Incentive Plan shall apply for purposes of determining the applicable repurchase price only in the event of the Executive’s termination of employment by the Company for Cause. In the event that the Executive’s employment with the Company is terminated for any reason other than by the Company without Cause for Cause, Section 10(a)(ii) shall apply for purposes of determining the applicable repurchase price.
(e) Section 12 of the Equity Incentive Plan shall have no application following an Initial Public Offering.
(f) The option exercise price of the shares as to which the option shall be exercised shall be paid to the Company at the time of exercise (i) in cash, (ii) by certified check, (iii) with shares otherwise issuable to the Executive upon exercise of the option with a fair market value on the date of option exercise equal to the aggregate option price of the shares with respect to which such option or portion of such option is being exercised, or (iv) by such other method permitted by the Executive for Good Reason, administrator of the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubtEquity Incentive Plan, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s its sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not may be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the allowed under applicable award agreementslaw.
Appears in 1 contract
Equity. The equity awards held by In addition to all other compensation and benefits provided hereunder, the Parties acknowledge and agree that, as additional incentive to Executive, Executive shall continue be granted, at the first meeting of the Company’s Board of Directors immediately following the closing of the Company’s Series C Preferred Stock financing, an option to purchase 903,862 shares of Company common stock (the “Option”), which, when added to Executive’s previously granted options for 750,000 shares of Company common stock (the “Previous Options”), will represent the right to purchase an aggregate of 2.25% of the Company’s total outstanding securities on a fully-diluted basis, assuming an investment in the Company of $55,000,000 in connection with its Series C Preferred Stock financing. The exercise price per share of the Option shall be governed by eleven and one-half cents ($.115) (the “Exercise Price”). The Option will be subject to the terms and conditions of applicable to options granted under the Company’s applicable equity incentive plan(s) Amended and Restated 2000 Stock Plan (the “Plan”), as described in the Plan and the applicable award agreement(s) Stock Option Agreement (collectivelywhich agreement shall be consistent in its terms with the terms of this Section 5). To the extent requested by the Executive, the “Equity Documents”); providedOption will be a nonstatutory stock option and will be immediately exercisable, however, and notwithstanding anything but any unvested purchased shares will be subject to repurchase by the contrary in any applicable option agreement or other stock-based award agreement:
(i) Company at the Exercise Price in the event that the Executive’s service terminates for any reason before Executive vests in those particular shares. Subject to acceleration as described below, Executive will vest in 1/48 of the Option shares upon his completion of each month of continuous employment is terminated by under this Agreement following the Employment Date, as described in the applicable Stock Option Agreement. If the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided that, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be is subject to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan and Executive is subject to an Involuntary Termination (as defined below) shall not apply (a) upon the effective date of the Change in Control or (b) within 60 days prior to the effective date of the Change in Control if on the date of the Involuntary Termination a person authorized by the Company’s Board of Directors is in discussion with a potential acquiror or (c) within 12 months after that Change in Control, then Executive will become vested in an additional number of shares subject to the Option equal to 50% of the then unvested shares subject to the Option. Subject to Executive’s equity awards satisfaction and completion of the obligations described in Sections l0(a)(i), (ii) and (iii), if the Company terminates Executive’s employment under this Agreement for any reason other than Cause or Disability (both as defined below), then the total vested number of Executive’s Option shares will be determined by adding 6 months to the number of months of employment that are subject to Executive has provided for the Company under this Agreement. In no event shall Executive receive both the vesting acceleration pursuant to described in this subsectionparagraph and the immediately preceding paragraph, and (II) any stock options or other stock-based awards in the event that are subject Executive’s termination would trigger vesting acceleration according to performance-based vesting and that are granted to the both paragraphs, Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and only receive the vesting and any acceleration in this paragraph or the immediately preceding paragraph, whichever provides him with the most number of vesting of such awards (if any) will be addressed in the applicable award agreementsvested Option shares.
Appears in 1 contract
Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in At the event that first Compensation Committee meeting following the Start Date, and subject to Executive’s continued employment is terminated by the Company without Cause or by the Executive for Good Reasonthrough such date, the Company will negotiate recommend that Executive be granted 112,500 restricted stock units (the “Initial RSU Grant”). The Company will recommend that, subject to the acceleration provisions herein, the Initial RSU Grant has a vesting commencement date (the “Vesting Commencement Date”) of the 15th day of the third month after the Start Date (for example, the Vesting Commencement Date would be May 15, 2016 if the Start Date is February 15, 2016) and the shares subject to the Initial RSU Grant will vest in good faith approximately equal quarterly amounts over sixteen quarters, subject to establish a non-exclusive limited consulting relationship Executive’s continued service with the Executive for a period Company through each vesting date, with the first vesting date occurring on the three-month anniversary of up the Vesting Commencement Date. Additionally, at the first Compensation Committee meeting following the Start Date, the Company will recommend to one year after the Date of Termination Compensation Committee (as defined belowsubject to Executive’s continued employment through the Compensation Committee meeting date), provided thatthat a stock option to purchase 337,500 shares be granted to Executive along with the Initial RSU Grant. Beginning on the Vesting Commencement Date, for this stock option grant (the avoidance “Initial Option Grant”) will vest monthly over forty-eight (48) months in approximately equal monthly installments, subject to Executive’s continued service with the Company through each vesting date. The Initial RSU Grant and the Initial Option Grant shall be subject to the terms, definitions and provisions of doubtthe Company equity plan under which it is granted and to a restricted stock unit and/or stock option agreement, in no event as applicable, by and between the Company and Executive, both of which documents are incorporated herein by reference. No shares will be earned until such time vesting occurs, nor does the Initial RSU Grant, Initial Option Grant or any other xxxxx xxxxxx any right to continue vesting or employment.
(ii) Executive will be eligible to receive additional awards of stock options, restricted stock or other equity awards pursuant to any cash compensation from plans or arrangements the Company during may have in effect from time to time. The Board or the Compensation Committee will determine in its discretion whether Executive will be granted any such consulting relationship except as set forth in equity awards and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall award in accordance with the terms of any applicable plan or arrangement that may be subject in effect from time to a consulting agreement that will contain, among time and consistent with other provisions, grants made by the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case, during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements.
Appears in 1 contract
Samples: Senior Executive Employment Agreement (TrueCar, Inc.)
Equity. The equity awards held by parties agree that the Executive Performance Share Units and Restricted Stock Units as listed on Exhibit C attached hereto (the “Equity Awards”) shall continue remain eligible to be governed by vest in accordance with the terms of the applicable award agreements, including, without limitation, the terms and conditions in connection with terminations of employment that occur prior to the regular vesting date(s) of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) Equity Awards (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement:
(i) in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination (as defined below), provided thatwhich, for the avoidance of doubt, may include pro-rata vesting of such Performance Share Units and continued vesting of such Restricted Stock Units in no event will the Executive be eligible to receive any cash compensation connection with your involuntary termination of employment from the Company during such consulting relationship except as set forth in and subject to the terms of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject to a consulting agreement that will contain, among Aon by Aon other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in the event that the Executive’s employment is terminated by the Company without than for Cause or by the Executive for Good Reasondue to your Retirement, in each case, during in accordance with the Change in Control Period (terms of the applicable award agreement and with “Cause” and “Retirement” as defined belowin the applicable award agreement), all of the then-outstanding restrictive covenants therein, and unvested portion of the Executive’s stock options and other stock-based awards that (A) are subject solely to time-based vesting or (B) were granted any forfeiture conditions, provided that, notwithstanding anything to the Executive prior to the Effective Date and are subject to performance-based vesting (the “Performance-Based Awards”) shall become fully vested and exercisable contrary herein or nonforfeitable immediately as of the Date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreements, upon your termination of employment for Good Reason (as defined in any of the applicable award agreements or Prior Agreement, as modified by the International Assignment Letters) or voluntary termination of employment for any other reason (excluding Retirement, as defined in the applicable award agreement, to the extent the applicable award agreement provides for vesting in connection with Retirement) during the Transition Period, all of your outstanding Equity Awards that are unvested as of immediately prior to such termination of employment shall be forfeited and terminated upon such termination of employment. To the extent the applicable award agreements reference a “Cause” definition set forth in a binding individual employment agreement entered into between you and an Aon entity, such term shall have the meaning ascribed to it in the Prior Agreement. Any other outstanding and unvested Aon equity awards that you hold, including, without limitation, the special award of Performance Share Units granted to you on July 26, 2023, shall be forfeited and terminated (i.e., cancelled and null and void) upon the Senior Advisor Start Date (or, if earlier, in accordance with the terms of the applicable award agreement). Subject to this Section 4, the Equity Awards are subject to forfeiture and termination pursuant to the terms of the applicable award agreements. You understand that the benefits described in this Section are not for wages Aon concedes it owes you and are consideration for your compliance with this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Aon PLC)
Equity. The equity awards held Subject to approval by the Board (or a committee thereof), and as an inducement material to Executive’s entering into employment with the Company, Executive shall continue be granted an option to purchase 350,000 shares of common stock in the Company at the fair market value on the date of grant (the “Initial Option”). The shares subject to the Initial Option will vest over four years of continuous service to the Company, with twenty-five percent (25%) of the shares subject to the Initial Option vesting on the first year anniversary of the Effective Date, and the remaining shares vesting in equal monthly installments over the subsequent thirty-six (36) months of continuous service thereafter. In addition, subject to approval by the Board (or a committee thereof), and also as an inducement material to Executive’s entering into employment with the Company, Executive shall be granted an option to purchase an additional 225,000 shares of common stock in the Company at the fair market value on the date of grant (the “Additional Option”). The shares subject to the Additional Option will fully vest on December 31, 2020. The Initial Option and Additional Option shall be governed in all respects by the terms and conditions of the Company’s applicable equity incentive plan(s2020 Inducement Plan (the “Plan”) and the applicable award agreement(s) (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement between Executive and the Company. Executive shall be entitled to be considered for additional stock option grants under the Plan or other stock-based award agreement:
the Company’s 2018 Equity Incentive Plan, as amended, as approved by the Board (or a committee thereof) in its sole discretion. In addition, (i) with respect to the Initial Option only, in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, the Company will negotiate in good faith to establish of a non-exclusive limited consulting relationship with the Executive for a period of up to one year after the Date of Termination Transaction (as defined belowin the Plan) at a time when Executive’s Continuous Service (as defined in the Plan) has not terminated prior to such Transaction, if the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) does not assume or continue the Initial Option or substitute a similar stock award for the Initial Option (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Transaction), provided thatthen the vesting of the Initial Option shall immediately accelerate in full, for the avoidance of doubt, in no event will the Executive be eligible to receive any cash compensation from the Company during such consulting relationship except as set forth in and subject (ii) with respect to the terms Additional Option only, notwithstanding any provision in the Plan or form of Sections 5 or 6 of this Agreement; provided further, that any such consulting relationship shall be subject Additional Option agreement to a consulting agreement that will contain, among other provisions, the Company’s then current standard general release of claims against the Company and all related persons and entities andcontrary, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall include a seven (7) business day revocation period;
(ii) in event of the event that the termination of Executive’s employment is terminated by the Company without Cause or by Continuous Service (other than for Cause), the Executive for Good Reason, in each case, during may exercise his Additional Option (if vested) within the Change in Control Period period of time ending on the earlier of (as defined below), all of a) the then-outstanding and unvested portion date that is eighteen (18) months following the termination of the Executive’s stock options and other stock-based awards that Continuous Service, (Ab) are subject solely to time-based vesting the date of a Transaction, or (Bc) were granted to the Executive prior to the Effective Date and are subject to performance-based vesting tenth (the “Performance-Based Awards”10th) shall become fully vested and exercisable or nonforfeitable immediately as anniversary of the Date grant date of Termination or, if later, the Change in Control (as defined below), with any such Performance-Based Awards vesting at target. For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan (as defined below) shall not apply to the Executive’s equity awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or other stock-based awards that are subject to performance-based vesting and that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any acceleration of vesting of such awards (if any) will be addressed in the applicable award agreementsAdditional Option.
Appears in 1 contract
