Grants of Equity Based Awards Sample Clauses

Grants of Equity Based Awards. (i) On or within ninety (90) days following the Effective Date, Executive shall be granted restricted stock units (“RSUs”) in respect of the Company’s common stock. The number of RSUs shall be equal to an aggregate number of shares of the Company’s common stock with a fair market value (determined based on the value of the common stock at the Company’s emergence from bankruptcy (the “Initial FMV”) on the date of grant equal to $2 million. The RSUs shall vest based on Executive’s service with the Company in equal annual installments over four consecutive years from the date of grant. Executive shall receive retroactive vesting credit for the period beginning on the Effective Date through the date of Grant of the RSUs. (ii) On or within ninety (90) days following the Effective Date (or in the case of Performance Shares following the establishment of the applicable performance metrics), and with respect to each subsequent year of the Initial Term, Executive shall be granted a combination of RSUs, Performance Share Units (“PSUs”) and nonqualified stock options (“Options”) with an aggregate fair value of $3 million. The equity award each year shall be divided among the three types of awards as follows: RSUs (30% or $900,000), PSUs (40% or $1,200,000) and Options (30% or $900,000). The initial grant of stock options shall have an exercise price equal to Initial FMV. Thereafter, the exercise price shall be the FMV as of the date of grant. Each grant of Options and RSUs shall vest in equal installments over four years. All or a portion of each grant of PSUs shall vest at the end of a three year performance period relating to the grant. The Compensation Committee shall establish the PSU performance criteria in good faith and in consultation with the Executive. With respect to the initial grant of RSUs and Stock Options, Executive shall receive retroactive vesting credit for the period beginning on the Effective Date through the date of Grant. In addition, with respect to any outstanding grants of RSUs and Stock Options, if the Agreement expires at the end of the Initial Term (without renewal), Executive shall be credited with a full year of vesting service for the portion of the 2016 vesting year ending as of December 31, 2016. The RSUs, PSUs and Options shall be subject to such other terms as set forth in the applicable grant agreement and in the underlying equity plan as adopted by the Company in good faith consultation with Executive.
Sample 1
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Grants of Equity Based Awards. On or within ninety (90) days following the Effective Date (or in the case of Performance Shares following the establishment of the applicable performance metrics), and with respect to each subsequent year of the Initial Term, Executive shall be granted a combination of restricted stock units (“RSUs”), Performance Share Units (“PSUs”) and nonqualified stock options (“Options”) (valued in accordance with Black-Scholes or similar binomial option-pricing model), such awards having an aggregate fair value equal to 100% of the then-current Base Salary (based on the fair market value of the Company’s common stock on the date of grant). The equity award each year shall be divided among the three types of awards as follows: RSUs – 30%; PSUs – 40%; and Options – 30%. The initial grant of stock options shall have an exercise price equal to fair market value (the “FMV”) of the common stock of the Company at the Company’s emergence from bankruptcy (with such fair market value determined in a manner consistent with the requirements under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance)). Thereafter, the exercise price for each subsequent grant of Options shall be the FMV as of the date of their grant. Each grant of Options and RSUs shall vest in equal annual installments over four years. All or a portion of each grant of PSUs shall vest at the end of a three year performance period relating to the grant. The Compensation Committee shall establish the PSU performance criteria in good faith and in consultation with the Executive. With respect to the initial grant of RSUs and Stock Options, Executive shall receive retroactive vesting credit for the period beginning on the Effective Date through the date of Grant. The RSUs, PSUs and Options shall be subject to such other terms as set forth in the applicable grant agreement and in the underlying equity plan as adopted by the Company in good faith consultation with Executive.
Sample 1
Grants of Equity Based Awards. For the 2018 fiscal year, Executive shall be granted restricted stock units in respect of the Company’s Class A common stock (“RSUs”), such awards having an aggregate fair value equal to $600,000 (based on the fair market value of the Company’s Class A common stock on the date of grant). Each grant of RSUs shall vest in equal annual installments over four years. The RSUs granted under this Section 3(c) shall be subject to the terms set forth in the form of grant agreement used for RSU grants to Company employees in the first fiscal quarter of 2018, including, without limitation, prorated vesting of the first annual vesting tranche if Executive is terminated by the Company without Cause within twelve (12) months after the grant date, if the Merger has been completed (it being understood, for the avoidance of doubt, that a Non-Renewal shall not constitute a termination without Cause).
Sample 1
Grants of Equity Based Awards 
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Related to Grants of Equity Based Awards

  • Equity-Based Awards (a) Except as set forth in Section 2.04(a) of the Company Disclosure Letter, the terms of each outstanding option to purchase shares of Company Stock under any equity compensation plan of the Company (a “Company Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be converted into an option (each, an “Adjusted Option”) to acquire, on the same terms and conditions as were applicable under such Company Stock Option immediately prior to the Effective Time, the number of shares of Parent Stock equal to the product of (i) the number of shares of Company Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Per Share Consideration, with any fractional shares rounded down to the next lower whole number of shares. The exercise price per share of Parent Stock subject to any such Adjusted Option will be an amount (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of Company Stock subject to such Company Stock Option immediately prior to the Effective Time divided by (B) the Per Share Consideration, with any fractional cents rounded up to the next higher number of whole cents. Notwithstanding the foregoing, if the conversion of a Company Stock Option in accordance with the preceding provisions of this Section 2.04(a) would cause the related Adjusted Option to be treated as the grant of new stock right for purposes of Section 409A of the Code, such Company Stock Option shall not be converted in accordance with the preceding provisions but shall instead be converted in a manner that would not cause the related Adjusted Option to be treated as the grant of new stock right for purposes of Section 409A. Except as set forth in Section 2.04(a) of the Company Disclosure Letter, no Company Stock Option shall be subject to accelerated vesting upon or in connection with the transactions contemplated herein. (b) Each restricted stock award or performance share award outstanding immediately prior to the Effective Time under any equity compensation plan of the Company (each, a “Company Stock Award”) shall be adjusted as necessary to provide that, at the Effective Time, such Company Stock Award shall be converted into a restricted stock award or performance share award, as applicable, relating to the number of shares of Parent Stock equal to the product of (i) the number of shares of Company Stock relating to such Company Stock Award immediately prior to the Effective Time multiplied by (ii) the Per Share Consideration, with any fractional shares rounded down to the next lower whole number of shares. Except as set forth in Section 2.04(b) of the Company Disclosure Letter, each converted Company Stock Award shall be subject to the same terms, conditions and restrictions as were applicable under such Company Stock Award immediately prior to the Effective Time. Notwithstanding the foregoing, any Company Stock Award vesting condition contingent on the achievement of specified Company stock targets (“Stock Vesting Targets”) shall be adjusted so that each Stock Vesting Target is equal to the quotient of: (A) the Stock Vesting Target divided by (B) the Per Share Consideration, with any fractional cents rounded up to the next higher number of whole cents. Except as set forth in Section 2.04(b) of the Company Disclosure Letter, no Company Stock Award shall be subject to accelerated vesting upon or in connection with the transactions contemplated herein. (c) Parent shall take such actions as are necessary for the assumption of the Company Stock Options pursuant to this Section 2.04, including the reservation, issuance and listing of Parent Stock as is necessary to effectuate the transactions contemplated by this Section 2.04. Parent shall prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the 1933 Act, with respect to the shares of Parent Stock subject to the Company Stock Options and, where applicable, shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Effective Time and to maintain the effectiveness of such registration statement covering such Company Stock Options (and to maintain the current status of the prospectus contained therein) for so long as any such Company Stock Options remain outstanding. With respect to those individuals, if any, who, subsequent to the Effective Time, will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, Parent shall administer any equity compensation plan of the Company assumed pursuant to this Section 2.04 in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent such equity compensation plan of the Company complied with such rule prior to the Merger. (d) Prior to the Effective Time, the Company shall, with respect to stock option or compensation plans or arrangements, use its reasonable efforts to give effect to the transactions contemplated by this Section 2.04.

  • Stock-Based Awards The vesting of any stock-based compensation awards which constitute Section 409A Deferred Compensation and are held by the Executive, if the Executive is a Specified Employee, shall be accelerated in accordance with this Agreement to the extent applicable; provided, however, that the payment in settlement of any such awards shall occur on the Delayed Payment Date. Any stock based compensation which vests and becomes payable upon a Change in Control in accordance with Section 8(e)(i) shall not be subject to this Section 22(d).

  • Acceleration of Equity Awards All: (i) outstanding and unvested options to purchase Common Stock granted to Executive under any equity plan of the Company, (ii) unvested shares of restricted Common Stock awarded to the Executive under any equity plan of the Company, and (iii) other equity and equity equivalent awards then held by the Executive, shall be accelerated in full, and thereafter all such options, shares of restricted Common Stock and other equity awards shall be immediately vested and exercisable for such period of time as provided for by the specific agreements governing each such award, upon Executive’s termination pursuant to Sections 11(b), (c), (e) or (f) hereof.

  • Performance Share Awards On the Performance Share Vesting Date next following the Executive's date of death, the number of Performance Shares that shall become Vested Performance Shares shall be determined by multiplying (a) that number of shares of Company Common Stock subject to the Performance Share Agreement that would have become Vested Performance Shares had no such termination occurred; provided, however, in no case shall the number of Performance Shares that become Vested Performance Shares exceed 100% of the Target Number of Performance Shares set forth in the Performance Share Agreement, by (b) the ratio of the number of full months of the Executive's employment with the Company during the Performance Period (as defined in the Performance Share Agreement) to the number of full months contained in the Performance Period. Vested Common Shares shall be issued in settlement of such Vested Performance Shares on the Settlement Date next following the Executive’s date of death.

  • Equity Incentive Awards The Executive shall be eligible to receive grants of equity-based long-term incentive awards, which may include options to purchase Company stock, performance or restricted stock units and Company restricted stock contributions to Company’s deferred compensation plan, or other equity-based awards. Such awards shall be determined in the discretion of the Board and the Executive shall be eligible for consideration for such awards in the same manner as other senior executive officers of the Company. In the event of a Change of Control in which the surviving or acquiring corporation does not assume the Executive’s outstanding equity-related awards (including options and equity-based awards granted both before and after the Effective Date) or substitute similar equity-related awards of substantially equivalent value, such equity-related awards shall immediately vest and become exercisable if the Executive’s service with the Company has not terminated before the effective date of the Change of Control; provided, however, that the foregoing provision shall only apply if the Company is not the surviving corporation or if shares of the Company’s common stock are converted into or exchanged for other securities or cash.

  • Equity Awards You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

  • Awards 1. The disputing parties may agree on a resolution of the dispute at any time before the tribunal issues its final award. 2. Where a tribunal makes a final award against either of the disputing parties, the tribunal may award, separately or in combination, only: (a) monetary damages and any applicable interest; and (b) restitution of property, in which case the award shall provide that the disputing Member State may pay monetary damages and any applicable interest in lieu of restitution. 3. A tribunal may also award costs and attorneys fees in accordance with this Agreement and the applicable arbitration rules. 4. A tribunal may not award punitive damages. 5. An award made by a tribunal shall have no binding force except between the disputing parties and in respect of the particular case. 6. Subject to paragraph 7 and the applicable review procedure for an interim award, the disputing party shall abide by and comply with an award without delay. (15) 7. The disputing party may not seek enforcement of a final award until: (a) in the case of a final award under the ICSID Convention: (i) 120 days has elapsed from the date the award was rendered and no disputing party has requested revision or annulment of the award; or (ii) revision or annulment proceedings have been completed; (b) in the case of a final award under the ICSID Additional Facility Rules, the UNCITRAL Arbitration Rules, or the rules selected pursuant to Article 33(1)(e): (i) 90 days have elapsed from the date the award was rendered and no disputing party has commenced a proceeding to revise, set aside, or annul the award; or (ii) a court has dismissed or allowed an application to revise, set aside, or annul the award and there is no further appeal. 8. A claim that is submitted for arbitration under this Section shall be considered to arise out of a commercial relationship or transaction for purposes of Article 1 of the New York Convention. 9. Each Member State shall provide for the enforcement of an award in its territory.

  • Performance Awards With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals have been attained will be determined by the Board.

  • Equity-Based Compensation The Executive shall retain all rights to any equity-based compensation awards to the extent set forth in the applicable plan and/or award agreement.

  • No Equity Awards Except for grants pursuant to equity incentive plans disclosed in the Registration Statement and the Prospectus, the Company has not granted to any person or entity, a compensatory stock option or other compensatory equity-based award to purchase or receive common stock of the Company or OP Units of the Operating Partnership pursuant to an equity-based compensation plan or otherwise.

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