Grant of Appreciation Rights Sample Clauses

Grant of Appreciation Rights. The Company hereby grants to the Grantee as of the Date of Grant [●] appreciation rights (“Appreciation Rights”), which grant gives the Grantee the right to receive in cash, on the date of exercise of each Appreciation Right, an amount equal to 100% of the “Spread”. The “Spread” means the excess of (a) the Market Value per Share on the date of exercise over (b) the Base Price. The “Base Price” means $0.01. “Market Value per Share” means, as of any particular date, (i) the closing sale price per Common Share as reported on the exchange on which Common Shares are then trading, if any, or, if there are no sales on such day, on the next preceding trading day during which a sale occurred, or (ii) if clause (i) does not apply, the fair market value of the Common Shares as determined by the Company’s board of directors. “Common Shares” means the Company’s currently authorized common stock, $0.01 par value, and stock of any other class or other consideration into which such currently authorized capital stock may hereafter have been changed.
Sample 1
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Grant of Appreciation Rights. (a) The Company hereby grants to Participant 5,953,975 Stock Appreciation Rights with respect to the Common Shares (the “Stock Appreciation Rights”), subject to all of the terms and conditions of this Agreement, having a base value of $7.95 per Share (“Base Price”). Prior to any Acquisition Event, on or before March 31 of each year the Board shall determine whether a shortfall (as determined pursuant to the last sentence of this Section 1(a)) existed as of the end of the immediately preceding fiscal year. In the event the Board determines that a shortfall existed and Participant is then employed by the Company, the Company shall grant Participant a number of Stock Appreciation Rights (each, a “Shortfall Grant”) sufficient to eliminate such shortfall. Each Shortfall Grant shall be subject to the terms of this Agreement as if granted hereunder and all references herein to Stock Appreciation Rights shall include Stock Appreciation Rights granted as part of the Shortfall Grant. Notwithstanding the foregoing, the Board, in its sole discretion, instead of granting Participant additional Stock Appreciation Rights as a Shortfall Grant, may grant him a number of RSUs or shares of Restricted Stock under the then existing stockholder-approved Company equity incentive plan (each such grant, a “Share Grant”) sufficient to eliminate such shortfall. Each Share Grant will have such terms and conditions as determined by the Board, but shall generally follow the terms of RSU or Restricted Stock awards granted to other executives of the Company at or about the time of such Share Grant; provided no Share Grant shall vest more rapidly than one third prior to the first anniversary of grant and the remainder in eight equal quarterly installments following the first anniversary of grant. A shortfall shall exist if the number of Participant’s Shares is less than 20% of the sum of (a) the number of Stock Appreciation Rights and (b) the number of outstanding shares reported by the Company in its audited financial statements as of the end of the immediately preceding fiscal year. (b) Upon becoming vested in accordance with Section 2, each Stock Appreciation Right shall entitle Participant to receive a cash payment from the Company in accordance with Section 3 equal to the excess, if any, of the Net Proceeds Per Share received in connection with an Acquisition Event over the Base Price.
Sample 1
Grant of Appreciation Rights. The Company hereby grants 170,317 appreciation rights ("SARs"), exercisable immediately, to SAR Holder entitling SAR Holder to obtain, on the terms and conditions set forth herein, a cash payment equal to the product of (a) the excess of the Fair Market Value (as defined herein) of a share of common stock, par value $0.01 per share (the "Common Stock"), of the Company, as determined pursuant to Section 4, over $0.42, and (b) the number of SARs being exercised (such product at the time of exercise being referred to herein as the "SAR Value").
Sample 1
Grant of Appreciation Rights. Pursuant to the Aviall, Inc. 1998 Stock Incentive Plan (the “Plan”), the Company hereby grants to the Grantee, as of the Date of Grant, rights relating to any appreciation in value from a xxxxx xxxxx (the “Base Price”) of $__________ per share (which is equal to or greater than the Market Value per Share as of the Date of Grant) associated with _________ Common Shares of the Company (the “Appreciation Rights”), all upon and subject to the terms and conditions set forth in this Agreement.
Sample 1
Grant of Appreciation Rights. The CBOT hereby grants to Executive, on the terms and conditions stated below, Appreciation Rights, which shall be represented by appreciation units ("Appreciation Units") with the class of Appreciation Right, number of Appreciation Units per class and grant value per Appreciation Unit ("Grant Value") set forth below. Each Appreciation Unit shall represent the value of the class of Membership (prior to completion of the Restructuring Transactions) or the value of the basket of Class A common stock and Class B common stock (following completion of the Restructuring Transactions) indicated below (collectively, "Covered Equity").
Sample 1

Related to Grant of Appreciation Rights

  • Grant of Stock Options This non-qualified Stock Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof.

  • Grant of SARs Subject to the terms and conditions of the Plan, SARs may be granted to Employees and Consultants at any time and from time to time as shall be determined by the Committee, in its sole discretion. The Committee shall have complete discretion to determine the number of SARs granted to any Participant, provided that during any Fiscal Year, no Participant shall be granted SARs covering more than 500,000 Shares.

  • Grant of Stock Option The Company hereby grants the Optionee an Option to purchase shares of Common Stock, subject to the following terms and conditions and subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. The Option is not intended to be and shall not be qualified as an “incentive stock option” under Section 422 of the Code.

  • Stock Option Grants Pursuant to the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock Options”) to purchase the common stock of BD Investment Holdings Inc., par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common Stock on the date of grant. Each Stock Option granted shall vest in five equal tranches on each of the first five anniversaries of the date of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement to the contrary, following an IPO, no additional Stock Options shall be granted pursuant to the Stock Option Plan. iv. Upon termination of his employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him on the date of termination provided that he does so prior to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purpose.

  • 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.

  • Option Rights Except as provided below, the Option shall be valid for a term commencing on the Grant Date and ending 10 years after the Grant Date (the "EXPIRATION DATE").

  • Grant of Options Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant a NON-QUALIFIED STOCK OPTION (the “Option”) with respect to ___________ shares of Common Stock of the Company.

  • Grant of Stock Units Pursuant to the terms and conditions set forth in this Stock Award Agreement (including Section 1 above) and the Plan, the Administrator hereby grants to the Awardee named in Section 1, on the Grant Date set forth in Section 1, the number of Stock Units set forth in Section 1.

  • 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.

  • 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.

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