Inducement Awards. On or as soon as reasonably practicable after Effective Date, but in no event later than five (5) days after the Effective Date, the Company shall grant to Executive the following incentive awards, which shall have been approved by the Board on or before the Effective Date, pursuant to and as defined in the Company’s 2021 Equity Incentive Plan (the “2021 Incentive Plan”) and subject to the terms and conditions of the applicable award agreement:
1) an award of 25,000 time-based restricted stock units (the “Inducement RSUs”) having a grant date fair market value per Inducement RSU equal to one Share of the Parent, determined based on the average closing trading price of the Shares listed on an established securities exchange over the five (5) consecutive trading day period ending on the date of grant. The Inducement RSUs (a) shall vest in three (3) equal installments on December 31, 2022 and each of the first two (2) anniversaries thereof, so long as Executive remains continuously employed by the Company or one of its affiliates through each such vesting date and (b) shall be subject to a separate award agreement consistent with this Agreement which shall include such other terms and conditions as are consistent with restricted stock units granted to service providers of the Company or Parent generally (only to the extent such terms are not inconsistent with the terms of this Agreement) and as are agreed by the Parties.
2) an option (the “Time-Based Inducement Option”) to purchase 200,000 Shares of the Parent at an exercise price equal to the grant date fair market value of a Share, determined based on the average closing trading price of the Shares listed on an established securities exchange over the five (5) consecutive trading day period ending on the date of grant, but in no event to be lower than $10.50 per Share (the “Exercise Price”). The Time-Based Inducement Option (a) shall vest in three (3) equal installments on December 31, 2022 and each of the first two (2) anniversaries thereof, so long as Executive remains continuously employed by the Company or one of its affiliates through each such vesting date, (b) shall be exercisable at any time prior to the seventh (7th) anniversary of the date of grant, in whole or in part, to the extent vested, and (c) shall be subject to a separate award agreement consistent with this Agreement which shall include such other terms and conditions as are consistent with option awards granted to service providers of th...
Inducement Awards. In consideration of Employee entering into this Agreement and as an inducement to join the Company, on or as soon as reasonably practicable following the Effective Date, the Company shall grant Employee, under the Swift Energy Company Inducement Plan (the “Inducement Plan”), the following:
(i) a one-time award of the right and option (the “Option”) to purchase all or any part of an aggregate number of shares of the common stock of the Company (the “Common Stock”) equal to 0.45% of the shares of Common Stock outstanding on the applicable date of grant, at an exercise price per share of Common Stock equal to the fair market value of a share of Common Stock on the applicable date of grant. The Option shall vest in three substantially equal annual installments on the third, fourth and fifth anniversary of the applicable date of grant; provided that Employee has remained continuously employed by the Company between the date of grant and each such anniversary date, as applicable. Notwithstanding the foregoing, on or following the date of a Change in Control, the outstanding unvested portion of the Option (or, if applicable, any award(s) granted in substitution for the Option by an acquiror or successor to the Company in connection with a Change in Control) shall vest in full upon the earlier to occur of (i) the termination of Employee’s employment during the “Protection Period” (as defined below) by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c) or (ii) the first anniversary of such Change in Control. The Option shall cease to be exercisable on the tenth anniversary of the applicable date of grant (the “Expiration Date”). For purposes of this Agreement, “Protection Period” is the period of time during the Employment Period beginning on the date of a Change in Control and ending on the first anniversary of the date of such Change in Control.
Inducement Awards. Upon the occurrence of a Change in Control of the Company, if Executive is employed by the Company at the time of such Change in Control, the Inducement Awards, to the extent not vested, shall immediately vest in full.
Inducement Awards. Subject to the approval of the Compensation Committee, on the Effective Date you will be awarded the following “new-hire” inducement grants (“Inducement Awards”):
(i) Performance stock options (“PSOs”) covering 750,000 shares of Company common stock and a per share exercise price equal to Fair Market Value (as such term is defined in the Company's 2010 Equity Incentive Plan) (the “Stock Plan”). These PSOs will be granted in three equal tranches, with each tranche becoming vested and exercisable subject to the achievement of both a service-vesting requirement and performance-vesting requirement, each as set forth in Appendix 1 hereto. These PSOs will otherwise be subject to the same terms and conditions as a grant of nonqualified stock options granted under the Stock Plan, except as otherwise provided in Section 10 below. The PSOs will expire, whether or not vested, on the seventh (7th) anniversary of the date of grant.
(ii) Restricted stock units covering shares of Company common stock having a total grant date value equal to $3,000,000, of which:
(A) Sixty percent (60%) will vest subject to (I) the Company’s achievement of performance targets to be mutually agreed on by you and the Compensation Committee within 30 days of the Effective Date, after consulting with the Company’s Chief Executive Officer (“PSUs”) and (II) your continued employment hereunder through such date, at which time twenty-five percent (25%) of such PSUs will become immediately vested and settled, and the remaining seventy-five percent (75%) of such PSUs will become immediately vested and settled in equal annual installments on each of the three anniversaries thereafter, subject to your continued employment hereunder through each such anniversary date (but if the applicable targets are not achieved, all PSUs will immediately terminate without payment on the first anniversary of the Effective Date; and
(B) the remaining forty percent (40%) will vest in equal annual installments on each of the three anniversaries of the Effective Date (the “RSUs”), subject to your continued employment hereunder through each such anniversary date. The PSUs and RSUs will otherwise be subject to the same terms and conditions as a grant of restricted stock units granted under the Stock Plan, except as otherwise provided in Section 10 below.
Inducement Awards. Upon the occurrence of a Change in Control of the Company, if Executive is employed by the Company at the time of such Change in Control, the Inducement Awards, to the extent not vested, shall immediately vest in full. Any restricted stock units awarded with respect to Inducement PSUs based on achievement of applicable performance targets shall become immediately fully vested, and any restricted stock units to be awarded with respect to Inducement PSUs based on achievement of applicable performance targets shall be fully vested immediately upon award, in each case, if Executive is employed by the Company at the time of such Change in Control.
Inducement Awards. In consideration of Executive entering into this Agreement and as an inducement to join the Company, on or within ten (10) days following the Effective Date, the Company shall grant Executive: (A) a one-time award of restricted stock awards (the “Inducement Time-Based Award”) and (B) a one-time award of performance stock units (the "Inducement Performance-Based Award" and, together with the Inducement Time-Based Award, the “Inducement Equity Awards”), in each case, under the LTIP. The Inducement Time-Based Award shall have a value, as determined by the Board (or a committee thereof) as of the applicable date of grant, equal not less than 100% of Executive's Base Salary. The Inducement Time-Based Award shall vest in three substantially equal installments on the first three anniversaries of the applicable date of grant so long as Executive has remained continuously employed by the Company between the date of grant and each such anniversary date (except as provided below), as applicable. The Inducement Performance-Based Award shall have a target value, as determined by the Board (or a committee thereof) as of the applicable date of grant, equal not less than 150% of Executive's Base Salary. The Inducement Performance-Based Award shall vest based on satisfaction of certain absolute and relative performance conditions established by the Board (or a committee thereof), in its sole discretion, and set forth in the applicable award agreement. Except as provided expressly in Section 4 below, the Inducement Equity Awards shall be subject in all respects to, and governed by, the terms and conditions set forth in the LTIP and the applicable award agreement governing each such award.
Inducement Awards. The Company will grant Executive awards (the “Inducement Awards”) under the LTIP in the forms of award agreement provided to Executive with this Agreement consistent with this Section 5(b). The Inducement Awards shall have an aggregate target value of $1,000,000 broken down as follows: (i) for the three-year performance period commencing on January 1, 2019 (the “2019-2021 Performance Period”), a performance cash award with a target value of $750,000 and (ii) an award of cash-settled appreciation rights (“CSARs”) with an initial value of $250,000. The Inducement Awards shall be granted at the same time that the Company makes its October 2019 grants (and, for the avoidance of doubt, the base price for the CSARs shall be determined in the same manner as other October 2019 grants) and shall be subject to the same terms and conditions, including performance metrics, as applicable to awards granted to other employees under the LTIP with respect to the 2019-2021 Performance Period; provided, however, that if Executive’s employment with UL Inc. 000 Xxxxxxxxx Xxxx, Northbrook, IL 60062-2096 USA T: 847.272.8800 / F: 847.272.8129 / W: XX.xxx Xxxxx Xxxxxxx Letter Agreement August 21, 2019 Page 3 of 21 the Company is terminated (a) by the Company without Cause (as defined in the LTIP), (b) by Executive for Good Reason (as defined in the LTIP) or (c) as a result of Executive’s death or Disability (as defined in the LTIP), then (i) all CSARs subject to the Inducement Awards shall become fully vested as of the effective date of such termination and shall be automatically exercised on the immediately following Exercise Date and (ii) the performance cash portion of the Inducement Awards shall not be forfeited and shall fully time-vest and be paid (if at all) at the same time that performance cash awards granted to other employees with respect to the 2019-2021 Performance Period are paid (if at all) and based on the extent to which the Performance Metrics (as defined in the LTIP) for the 2019-2021 Performance Period are achieved; provided further, however, that if such termination occurs upon or following a Change in Control (as defined in the LTIP), payment of the performance cash portion of the Inducement Awards shall be made at the time of such termination at not less than target value.
Inducement Awards. If, prior to December 15, 2015, the Executive's current employer does not make that certain retention payment that is scheduled to be made to the Executive in September 2015 (the "September Payment"), then, on or about December 15, 2015, the Company shall pay the Executive such unpaid amount in cash, not to exceed $68,750, subject to all proper taxes and withholding; provided that the Executive shall use commercially reasonable efforts to cause his current employer to make the September Payment to the Executive as scheduled. On or about December 15, 2015, the Company shall pay the Executive, in addition to the amount of the unpaid September Payment, if any, $1,250,000 in cash (the "Inducement Award"), subject to all proper taxes and withholding. Notwithstanding the foregoing, if, during any period set forth in the following table, the Executive voluntarily terminates his employment with the Company other than for Good Reason (as defined below) or the Company terminates the Executive for Cause (as defined below), the Executive shall repay to the Company, within thirty (30) days of the Date of Termination, the amount set forth opposite such period in the following table:
Inducement Awards. Upon commencement of his employment, Executive will receive equity incentive awards with a grant date fair value of approximately $350,000, which fair value will be allocated 50% to a non-qualified stock option, 25% to restricted stock and 25% to a performance-based restricted stock unit. The non-qualified stock option and restrictive stock award will each vest in four equal annual installments, subject to full acceleration upon a “change in control” of the Company (as defined in the Company’s Amended and Restated 2005 Equity Incentive Plan), provided in each case that Executive has remained in continuous service with the Company through the applicable vesting date or event. The other terms of these awards will be substantially similar to the terms of the Company’s standard award agreements for these types of awards, as currently on file with the SEC as exhibits to the Company’s periodic financial disclosures, provided that Executive’s awards may be made as non-plan grants under Nasdaq Listing Rule 5635(c)(4).
Inducement Awards. Executive shall receive inducements awards as follows (i) an award of five hundred thousand (500,000) Restricted Stock Units to be granted on the Effective Date that shall vest 1/3 annually on the anniversary date of the grant over a period of three years and shall be otherwise subject to the terms and conditions of the Rite Aid Corporation 2014 Omnibus Equity Plan; and (ii) seven hundred fifty thousand dollars ($750,000.00) payable net of tax withholding within the ten (10) days of the Effective Date subject to repayment to the Company by Executive in full, during the twelve (12) month period of time beginning with the Effective Date of this Agreement, should Executive be terminated by the Company for Cause or should Executive resign without Good Reason. Any repayment required hereunder shall be paid in full within sixty days after Executive’s termination of employment by the Company for Cause or by Executive without Good Reason (the “Repayment Deadline”). If Executive does not make the required repayment in full by the Repayment Deadline, then the Company may, in its sole discretion, either (a) offset any other amounts payable to Executive by the Company or any of its Affiliates in satisfaction of the repayment or (b) cause Executive to forfeit (or otherwise recoup) any equity interests that the Executive holds in respect of the Company or any of its Affiliates, in each case subject to applicable law.
