Incentive Equity Grant Clause Samples
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Incentive Equity Grant. In consideration of the Executive’s entering into this Agreement and as an inducement to remain with the Company, the Executive shall be granted, under the Company’s 2014 Omnibus Incentive Plan (the “Incentive Plan”) an award of shares of the Company’s common stock with a value equal to One Million Five Hundred Thousand Dollars ($1,500,000) in the form of restricted stock (the “Restricted Stock”), with award shall be divided evenly into a time-vesting tranche (“Tranche 1 Shares”) and a performance-vesting tranche (“Tranche 2 Shares”) (the “Initial Award”). Such Initial Award shall be governed by the Incentive Plan and a restricted stock award agreement between the Executive and the Company. Subject to terms of the Incentive Plan and the Restricted Stock award agreement, the Tranche 1 Shares shall be subject time-based vesting restrictions which shall lapse pro rata on each of the first three (3) anniversaries of the grant date. The Tranche 2 Shares shall be subject to both (i) time-based vesting restrictions which shall lapse pro rata on each of the first two (2) anniversaries of the grant date, and (ii) the achievement of performance-based goals that shall be set forth by the Committee (as defined in the Incentive Plan) in the award agreement. In addition, and subject to the Executive’s continued employment pursuant to this Agreement, the Executive shall be entitled to receive a subsequent award substantially identical to the Initial Award on each anniversary of the grant date of the Initial Award; provided, that the Committee shall have absolute discretion to alter the relevant performance goals of the Tranche 2 Shares in subsequent grant agreements, notwithstanding the performance goals set forth in the Initial Award grant agreement or any subsequent grant agreement. In the event of any conflict or ambiguity between this Agreement and the Incentive Plan or the Restricted Stock award agreement(s), the Incentive Plan and the Restricted Stock award agreement(s) shall govern.
Incentive Equity Grant. As soon as reasonably practicable after the Commencement Date, the Executive will receive a grant of restricted stock units (the “Restricted Stock Units”) for a number of shares of class A common stock of ▇▇▇▇ Health, Inc. (“Parent Stock”) with an aggregate value of $75,000 based on the closing price of one share of Parent Stock on or about the grant date as determined by the Board. The Restricted Stock Units will be subject to the terms and conditions of the ▇▇▇▇ Health, Inc. 2021 Stock Option and Incentive Plan then in effect and the applicable equity award agreement (the “Equity Documents”), and subject to vesting as determined by the Board and set forth in the applicable Equity Documents.
Incentive Equity Grant. Contingent on approval by the Company's Board, Executive will be granted 165,000 stock options units, and which will vest over a five year period as follows:
Incentive Equity Grant. On the first annual anniversary of the Effective Date, unrestricted shares of the Company’s common stock equal to not less than One Hundred Twenty-Five Thousand and No/100s US Dollars ($125,000.00 USD), shall be paid to the Executive an incentive equity grant, and on the eighteen (18) month semi-annual anniversary of the Effective Date, unrestricted shares of the Company’s common stock equal to not less than One Hundred Twenty-Five Thousand and No/100s US Dollars ($125,000 USD), shall be paid to the Executive as a further incentive equity grant (collectively, the “Incentive Equity”). All of the Incentive Equity will be priced per share based on the volume-weighted average price for the preceding five (5) NASDAQ trading days prior to the Effective Date. All shares comprising the Incentive Equity shall be issued under the Company’s 2021 Equity and Incentive Plan or successor plan and otherwise in accordance with applicable law and the rules and regulations of The Nasdaq Capital Market, and, in the event that any such shares cannot be issued because compliance with such requirements has not been met, the obligation to issue such shares will be accrued until such time as such compliance requirements have been satisfied. Employee must be employed by the Company, or its successors and assigns, in good standing on the dates the Incentive Equity is due to be paid as a condition to earn and be owed such Incentive Equity.
Incentive Equity Grant. During the Term of Employment, the Board (in its sole discretion) may grant Executive incentive equity awards in Atlas Technical Consultants, Inc. (“Atlas”) pursuant to the terms of the Atlas Technical Consultants, Inc. 2019 Omnibus Incentive Plan, as may be amended and restated from time to time (the “Plan”). Executive’s awards, if any, shall be subject to the terms and conditions of the Plan and applicable award agreement in all respects.
Incentive Equity Grant. Form • Upon the Closing, the Executive will be granted one or more securities, or interests in one or more securities (the “Award”), that will be intended to qualify as “profits interests” for U.S. tax purposes within the meaning of Revenue Procedures 93-27 and 2001-43, representing the right to participate in 2.5% of the post-Closing profits and capital appreciation of Luxco upon receipt by ▇▇▇▇ Capital Partners, LLC and any private equity fund or collective or individual account managed by ▇▇▇▇ Capital Partners, LLC or any of its affiliates (collectively, “Bain”) of a return of its invested capital, excluding any interest or yield (whether or not preferred) on such invested capital. Such security or interest may consist of ordinary shares, preferred equity certificates or convertible preferred equity certificates. Vesting • Time Component: 75% of the Award will have a time-vesting component, pursuant to which 25% thereof will be time-vested on a cliff basis on the first anniversary of the Closing with the balance time vesting ratably on a quarterly basis over the following three years. • Performance Component: 25% of the Award will have a performance-vesting component, which will be satisfied if and when ▇▇▇▇ obtains a 2.0 times return on its original equity capital investment (e.g., if ▇▇▇▇ invests $700 million of equity capital in the Transaction, this component will be satisfied if and when ▇▇▇▇ receives back an aggregate (either actual receipt or, pursuant to the following sentence, deemed receipt) of $1.4 billion). For this purpose, return on capital investment will be measured on a “Change in Control” and the “IPO” (each, as defined below) and will take into account distributions and/or sales proceeds received at or prior to the applicable determination date and the residual value of ▇▇▇▇’▇ equity stake based on the value implied from the applicable transaction.
Incentive Equity Grant. With respect to each fiscal year during the Term of Employment, Executive will be eligible to receive an equity grant (“Equity Award”) with a target grant date value equal to no less than one hundred percent (100%) of Executive’s then-current Base Compensation, as determined in the reasonable discretion of the Compensation Committee of the Board. For the avoidance of doubt, the Compensation Committee of the Board shall determine the terms and conditions of the Equity Award, including the amount thereof, which may be equal to, less than, or greater than the above-mentioned target value. The Equity Awards shall be subject to the terms and conditions of the Boxwood Merger Corp. 2019 Omnibus Incentive Plan (the “Plan”) and a written award agreement to be entered into between the Company and Executive; provided, that (i) such terms and conditions shall be consistent with the terms of this Section 4(c) and (ii) not otherwise inconsistent with the other terms and conditions of this Agreement, including with respect to restrictive covenants.
Incentive Equity Grant. Associate Equity Grant: EMPLOYEE will be eligible to participate in the Company’s Equity Incentive Program, where the Company, in its sole discretion may award you equity in the form of ▇▇▇▇ Health, Inc. restricted stock units, restricted shares, stock options or other equity-based grants for the purposes of retention, motivation and/or to reward distinctive performance, as well as to align the interests of management and employees with corporate performance and stockholder interests (the “Annual Incentive Equity Awards”), which awards may be subject to vesting over time and the value of which may vary based upon the degree to which the Company achieves its financial and business targets. Upon commencement of employment, the value of your Annual Incentive Equity Award on the date of grant will equate to approximately 30% of your annualized base salary. The Annual Incentive Equity Awards will be contingent upon approval by the Compensation Committee of the Board of Directors of ▇▇▇▇ Health, Inc. and/or the ▇▇▇▇ Equity Management Committee, as well as being subject to the terms and conditions of the applicable equity award agreement and the terms and conditions of the ▇▇▇▇ Health, Inc. 2021 Stock Option and Incentive Plan (which shall be controlling). As a condition of such awards, you will be required to agree to comply with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and other applicable policies as in effect from time to time with respect to your transactions with the shares of common stock after they have vested. Other than as may be expressly set forth in the applicable award agreement or in the Stock Plan, any portions of your Annual Incentive Equity Awards that have not vested upon your termination will be forfeited to the Company, and in the event of any breach of your non-compete or confidentiality obligations to the Company and/or breach of the Company’s Code of Business Conduct and Ethics, the value of your awards may be subject to the Company’s claw back policies.
Incentive Equity Grant. In consideration of the Executive’s entering into this Agreement and as an inducement to remain with the Company, the Executive shall be granted at a fair market value option price non-qualified options to acquire four percent (4%) of the fully-diluted outstanding equity instruments of 21st Century Oncology Investments, LLC (“Parent”) or the Company, or such other equity-based award providing the same value (such as a phantom equity program that provides a cash payment upon a change in control of the Company), as may be determined by the Board in its discretion, to vest monthly over a four year period, with one hundred percent (100%) accelerated vesting in the event of a change in control of the Company. If the Executive breaches the covenants relating to confidentiality set forth in Section 7, or the covenants relating to Prohibited Activities in Section 8(A) and (C), the Executive shall forfeit, as of the date the Executive’s employment terminates or the date as of which he breaches any such restrictive covenants, as applicable, all equity grants (whether or not vested). Finally, the grant shall be made subject to such additional terms and conditions as mutually agreed upon between the Executive and the Board no later than forty five (45) days after the date of this Agreement.