ESI Grant Sample Clauses

ESI Grant. (a) Subject to the terms and conditions of this Agreement and the conditions described below, ESI agrees that (i) PlanetRx shall be the exclusive Internet Pharmacy contracted in the ESI Networks in the United States to fulfill orders for ESI Members for Pharmaceutical Products and (ii) ESI shall not enter into any agreement with any other Internet Pharmacy to fulfill orders for ESI Members for non-prescription drugs and health and beauty aids for the Term of this Agreement. Initially, PlanetRx shall be admitted into the ESI network solely to fill prescriptions for a 30 or fewer days' supply of Pharmaceutical Products. The parties may, but are under no obligation to, subsequently negotiate terms under which PlanetRx may fill orders for Pharmaceutical Products for a greater than 30 days' supply. Among other things, the parties will discuss an arrangement pursuant to which PlanetRx will fulfill up to $200 million in ingredient cost of prescriptions for ESI Members for quantities in excess of a 30-day supply on economic and other terms no less favorable to ESI than those that ESI would have realized had ESI fulfilled such orders in its own facilities. If ESI, whether due to legal requirements or a "Competitive Reason" (as defined below), finds it necessary to permit other Internet Pharmacies into the ESI Networks, ESI will not promote such other Internet Pharmacies to ESI Members or ESI Plan Sponsors except as required by law; provided, however, that -------- ------- the foregoing shall not preclude the listing of such Internet Pharmacies in ESI's or an ESI Plan Sponsor's provider directory. ESI shall use its reasonable best efforts to include PlanetRx in all the ESI Networks but does not guarantee that PlanetRx shall be included in all of the ESI Networks. PlanetRx acknowledges that an ESI Plan Sponsor may require that one or more other Internet Pharmacies be included in the network for that ESI Plan Sponsor, or that one or more Internet Pharmacies (which might include PlanetRx) be excluded from the network for that ESI Plan Sponsor. A "Competitive Reason" means a circumstance that ESI deems, in good faith, to constitute a material competitive or business disadvantage to ESI in maintaining PlanetRx as the sole Internet Pharmacy in the ESI Networks. Examples of such circumstances include the insistence of actual or potential ESI Plan Sponsors that ESI include other Internet Pharmacies in the network or competitive disadvantage in the sales process that ESI mig...
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ESI Grant. 3.1 Subject to the terms and conditions of this Agreement and the New Internet Pharmacy Agreement, PlanetRx shall continue to be a participating pharmacy in the ESI Networks for non-objecting ESI Plan Sponsors during the term hereof. 3.2 Subject to the terms and conditions of this Agreement and the New Internet Pharmacy Agreement, PlanetRx shall be the "Preferred" Internet Pharmacy in the ESI Networks, except for such ESI Networks in which PlanetRx declines to participate. For purposes of the foregoing, "Preferred" shall mean that PlanetRx shall be the recommended Internet Pharmacy vendor to ESI Plan Sponsors (although no level of promotion of PlanetRx is guaranteed by ESI). Notwithstanding the foregoing: (i) ESI may permit Non-Pure-Play Internet Pharmacies into ESI Networks, and list such Non-Pure-Play Internet Pharmacies as participants in the applicable ESI Networks; (ii) ESI may recommend specific Non-Pure-Play Internet Pharmacies to ESI Plan Sponsors if and only if the applicable ESI Plan Sponsor seeks an alternative Internet Pharmacy (i.e., alternative to PlanetRx); (iii) ESI may permit other Pure-Play Internet Pharmacies into applicable ESI Networks if and then only for a specific ESI Plan Sponsor that requests that such specific Pure-Play Internet Pharmacy participate in its applicable ESI Network, and (iv) ESI may honor contractual obligations of a business or entity acquired by ESI under agreements with third parties existing at the time of such acquisition until such agreements can be lawfully terminated without financial or other penalty.
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Related to ESI Grant

  • Restricted Stock Grant As a member of Employer’s senior management team, Employee will be eligible for annual Restricted Stock Grants pursuant to Anaren’s 2004 Comprehensive Long Term Incentive Plan, as amended (“2004 Plan”) equal in value to 16% of his Base Salary for the respective year. Restrictive Stock Grants will be made annually at the same time other Restricted Stock Grants are made by Anaren to its senior management team, provided Employee is employed with Employer on that date. All Restricted Stock grants issued pursuant to this provision will be subject to the terms of the 2004 Plan, including, but not limited to, a thirty-six (36) month forfeiture provision. Notwithstanding anything to the contrary, in the event Employee concludes employment on or after the expiration of the Period of Employment, Employee shall be entitled if the forfeiture period has not otherwise lapsed only to a pro-rata portion of each unvested Restricted Stock Grant based on the number of months employed by Employer from the date of grant to the expiration of the Period of Employment. In the way of example, if Employee has been employed for 9 months of the 36 month forfeiture period at the end of his Period of Employment, he will receive 25% of the Restricted Shares granted. If Employee remains employed by Employer on a full time basis (30 hours or more per week) after the Period of Employment as an at-will employee, all previously issued restricted stock shall continue to vest in accordance with the terms of the 2004 Plan.

  • Grant of Restricted Stock Unit Award The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.

  • Stock Option Grant Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Participant herein provided, the Company hereby grants to the Participant an Option to purchase from the Company the number of shares of Common Stock, at the exercise price per share, and on the schedule, set forth above.

  • Restricted Stock Unit Award The Grantee is hereby granted NUMBER OF SHARES restricted stock units (the "Restricted Stock Units"). Each Restricted Stock Unit represents the right to receive one share of the Company's Common Stock, $.001 par value (the "Stock"), subject to the terms and conditions of this Agreement and the Plan.

  • Restricted Stock Agreement Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. Unless the Committee determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have lapsed.

  • Grant of Restricted Stock Award The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant. Notwithstanding the foregoing, the Company may in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards. If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

  • Grant of Award The Grantee is hereby granted a Restricted Stock Award under the Plan (this “Award”), subject to the terms and conditions hereinafter set forth, with respect to ONE HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED (187,500) restricted shares of Common Stock (the “Performance-Based Shares”). Restricted shares of Common Stock covered by this Award shall be represented by a stock certificate registered in the Grantee’s name, or by uncertificated shares designated for the Grantee in book entry form on the records of the Company’s transfer agent subject to the restrictions set forth in this Agreement. Any stock certificate issued shall bear the following or a similar legend: “The transferability of this certificate and the shares of Common Stock represented hereby are subject to the terms, conditions and restrictions (including forfeiture) contained in the Pier 1 Imports, Inc. 2006 Stock Incentive Plan, as restated and amended, and the Restricted Stock Award Agreement entered into between the registered owner and Pier 1 Imports, Inc. A copy of such plan and agreement is on file in the offices of Pier 1 Imports, Inc., 000 Xxxx 0 Xxxxx, Xxxx Xxxxx, Xxxxx 00000.” Any Common Stock certificates or book-entry uncertificated shares evidencing such shares shall be held in custody by the Company or, if specified by the Committee, with a third party custodian or trustee, until the restrictions thereon shall have lapsed, and, as a condition of this Award, the Grantee shall deliver a stock power, duly endorsed in blank, relating to any certificated restricted shares of Common Stock covered by this Award.

  • Grant of Restricted Stock Units The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the date that unit vests in accordance with the express provisions of this Agreement. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the dates on which those vested shares shall become issuable to Participant and the remaining terms and conditions governing the award (the “Award”) shall be as set forth in this Agreement.

  • Grant of Option The Corporation hereby grants to Optionee, as of the Grant Date, an option to purchase up to the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price.

  • Equity Grant Subject to approval by the Board and your execution of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), you will be eligible to receive shares of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. ​ You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faith. ​

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