Inducement Equity Award Sample Clauses

Inducement Equity Award. Contemporaneously with the execution of this Agreement, Executive and Employer are entering into a Restricted Stock Agreement pursuant to which Employer will award a total of Twenty-Seven Thousand Five Hundred (27,500) shares of restricted stock to Executive as an inducement award, effective on the first day of his employment by Employer, subject to vesting or forfeiture in accordance with the terms of the Restricted Stock Agreement.
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Inducement Equity Award. On the Effective Date, or as soon as reasonably practicable thereafter, Employee shall receive an award of Fifty Thousand (50,000) shares of restricted stock under the Plan (as defined below) (the “Inducement Equity Award”) to induce the Employee to enter this Agreement. The Inducement Award shall be unvested at the time of grant and shall vest fifty percent (50%) on the six (6) month anniversary and fifty percent (50%) on the twelve (12)-month anniversary of the Effective Date.
Inducement Equity Award. Subject to the approval of the Compensation Committee, as a material inducement for the Executive to join the Company in the role of EC and agree to the restrictive covenants set forth herein, the Executive will be granted four hundred thousand (400,000) Restricted Stock Units, subject to the terms of the Restricted Stock Unit agreement for inducement grants provided by the Company (“Restricted Stock Units” or “RSUs”). The Restricted Stock Units are intended to be inducement awards under Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules and will be granted outside of the Company’s 2023 Equity Incentive Plan, as amended (the “Plan”). Although granted as inducement awards outside of the Plan, the Restricted Stock Units shall be subject to the terms of the Plan as if issued thereunder. The shares of Company common stock issued pursuant to the Restricted Stock Unit grant shall be covered by an effective registration statement (either a Form S-8 or other registration statement with no less favorable effect to Executive than a Form S-8) that is on file with the Securities and Exchange Commission before the issuance of such shares. In addition, the Company undertakes to issue an additional 800,000 restricted stock units to the Executive as follows: (i) 400,000 RSUs at the Company’s next Annual Stockholders Meeting (scheduled to be held in October 2024), and (ii) 400,000 RSUs at the one-year anniversary of the Effective Date. The subsequent RSU grants would become issuable immediately in the event of a Change of Control (as such term is defined in the Plan); in the event such COC is consummated prior to one or both of such future RSU grants, and the number of shares necessary for such grant(s) is not then available for issuance under the Plan, then the Company undertakes to issue under Regulation D, or such other exemption as may applicable, 800,000 restricted shares, with no further vesting obligations, of Company common stock (or such lesser number if one (or a portion of one) of the subsequent RSU grants described above has been made to the Executive) to the Executive in addition to any severance payments provided for herein. If either (x) the Executive is terminated without Cause or resigns for Good Reason at any time prior to one or both of the events set forth in (i) and (ii) above or (y) the Company is unable for any reason to grant the RSUs described in (i) and (ii) above to the Executive, the Executive will be paid a lump sum cash amount equal to t...
Inducement Equity Award. Contemporaneously with the execution of this Agreement, Price and FCFC are entering into a Restricted Stock Agreement pursuant to which FCFC will award a total of Thirty-Five Thousand (35,000) shares of restricted stock to Price as an inducement award, effective on the first day of his employment by FCB, subject to vesting or forfeiture in accordance with the terms of the Restricted Stock Agreement.
Inducement Equity Award. As a further inducement to commence employment with the Company and to replace the Executive’s outstanding stock appreciation rights and restricted stock units that the Executive forfeits upon his departure from his prior employer (the “Forfeited Awards”), the Executive will be granted an award of restricted stock units that settle in shares of Company common stock (the “Inducement Equity Award”) with an initial grant date value equal to the intrinsic value of the Forfeited Awards on the date such awards were forfeited; provided, however that the initial grant date value of the Inducement Equity Award will not exceed $4.5 million. The Inducement Equity Award shall be granted on the Executive’s Start Date, and shall vest, subject to the Executive’s continued employment with the Company, or as otherwise provided in Section 4.03(d) below, through each of the applicable vesting dates, in the following installments on the following vesting dates: (i) 38% of the Inducement Equity Award shall vest on January 31, 2016 (the “2016 Tranche”); (ii) 41% of the Inducement Equity Award shall vest on January 31, 2017; and (iii) the remaining 21% of the Inducement Equity Award shall vest on January 31, 2018, and otherwise will be subject to terms and conditions contained in an award agreement substantially in form attached hereto as Exhibit 4.03(b). Upon its grant, the 2016 Tranche shall be placed in a brokerage account to be held in the name of the Executive, which the Executive shall be required to hold in such account through the first anniversary of the Executive’s Start Date, and otherwise shall hold such shares in accordance with the terms of the Company’s Executive Stock Ownership Guidelines (referenced in Section 4.04 below).
Inducement Equity Award. As an inducement for Executive to enter into employment with the Company, Executive shall, as of the Start Date, be granted restricted stock units (the “Inducement RSUs”) covering a number of shares of the Company’s common stock with a value on the date of grant of $1,000,000 (determined using the twenty (20)-trading day volume weighted average price as of the date immediately prior to the Start Date consistent with the Company’s historic practices). The Inducement RSUs will be granted pursuant to the Company’s Second Amended and Restated 2019 Stock Incentive Plan, as amended and/or restated from time to time (the “Equity Plan”) (or, at the discretion of the Compensation Committee, outside of the Equity Plan in reliance on Nasdaq Listing Rule 5635(c) but subject to the terms and conditions of the Equity Plan as if they were granted thereunder) and an award agreement in a form reasonably acceptable to the Compensation Committee. The Inducement RSUs will vest in three (3) substantially equal annual installments on each of the first three anniversaries of the Start Date subject to Executive’s continuous employment through the applicable vesting date (except as otherwise provided below).
Inducement Equity Award. Contemporaneously with the execution of this Agreement, Executive and FCFC are entering into a Restricted Stock Agreement pursuant to which FCFC will award a number of shares of restricted stock to Executive having a market value equal to $175,000. For that purpose, the number of shares subject to the Restricted Stock Agreement will be calculated by dividing $175,000 by the closing price of FCFC’s common stock on the New York Stock Exchange on the trading day immediately preceding the Commencement Date. One-half of the shares of restricted stock issuable pursuant to the Restricted Stock Agreement will be issued on the one-year anniversary of the Commencement Date, and the other half of the shares of restricted stock will be issued on the two-year anniversary of the Commencement Date. The shares of restricted stock, when and if issued to Executive, will be subject to vesting or forfeiture in accordance with the terms of the Restricted Stock Agreement.
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Inducement Equity Award. On the Company’s next regularly scheduled equity grant date following the Start Date, which is as of the Effective Date anticipated to be August 15, 2020, Executive shall receive a one-time grant of equity awards over Company stock valued at $120,000 in the form of a 50/50 split between Restricted Stock Units (“RSUs”) and Performance Shares (“PSUs”). RSUs have a 4-year vesting schedule and PSUs are cliff vested RSUs and measured over a three-year period from their grant date with new performance periods taking place annually. Financial metrics for PSUs are cumulative diluted EPS and average ROTE. Each grant of RSUs and PSUs will be subject to the terms of the Company’s 2017 Equity Incentive Plan and form of award agreement applicable to similarly situated executive officers. 3.
Inducement Equity Award. As soon as practicable after the Commencement Date, the Executive shall be granted an award of time-based SARs with a grant date fair value equal to $3,000,000. The SARs shall have a seven-year term and shall vest in three equal annual installments on the third, fourth and fifth anniversaries of the grant date, subject to the Executive’s continued employment with the Company through the applicable vesting date. The SARs shall be issued under the 2014 LTIP and shall be subject to the terms and conditions of the 2014 LTIP and the award agreement evidencing the grant of such SARs, which award agreement shall be substantially in the form attached hereto as Exhibit H.

Related to Inducement Equity Award

  • Equity Award The Executive will be eligible to receive equity awards, if any, at such times and on such terms and conditions as the Board shall, in its sole discretion, determine.

  • 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.

  • Company Equity Awards (a) Each option to purchase shares of Company Common Stock that has been granted under the Company Stock Plans (each, a “Company Option”) and that is outstanding and unexercised immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders thereof, be treated as follows: (i) as of the Effective Time, each Company Option (whether or not vested) that is outstanding and unexercised immediately prior to the Effective Time and that has a per share exercise price less than the Merger Consideration (an “In-the-Money Option”) will be canceled in exchange for payment to the holder of such In-the-Money Option of an amount in cash equal to (A) the number of shares of Company Common Stock remaining subject to such In-the-Money Option immediately prior to the Effective Time multiplied by (B) the amount by which (x) the Merger Consideration exceeds (y) the per share exercise price for such In-the-Money Option (the “Company Option Cash Out Amount”); and (ii) each Company Option that is not an In-the-Money Option will be canceled at the Effective Time without payment of any consideration. (b) As of the Effective Time, each restricted stock unit award subject to time-based or other vesting restrictions that is outstanding under any Company Stock Plan (each, a “Company RSU Award””) immediately prior to the Effective Time, shall, to the extent not vested, become fully vested and then (ii) each such Company RSU Award shall be canceled without any action of the part of any holder or beneficiary thereof in consideration for the right to receive a lump sum cash payment with respect thereto equal to the product of (x) the Merger Consideration and (y) the number of shares of Company Stock represented by such Company RSU Award (the “Company RSU Cash Out Amount”). (c) All Company Options (whether or not vested) that are outstanding and unexercised immediately prior to the Effective Time, all Company RSU Awards that are outstanding immediately prior to the Effective Time, and rights under the Company Stock Plans, will terminate as of, and contingent upon the occurrence of, the Effective Time (after given effect to this Section 2.3), and, following the Effective Time, no holder of any Company Option, Company RSU Award, or any other rights under the Company Stock Plans will have any right to acquire any equity securities of the Company, its Subsidiaries, or the Surviving Corporation as a result of such holder’s Company Options, Company RSU Awards, or other rights under the Company Stock Plans and the Company shall have no further Liability under or with respect to any such Company Option, Company RSU Awards, or the Company Stock Plans (except as provided pursuant to Section 2.3(a)(i) in respect of In-The-Money Options), or as provided pursuant to Section 2.3(b) in respect of the Company RSU Awards. (d) Payment of the Company Option Cash Out Amount for each In-the-Money Option and the Company RSU Cash Out Amount for each Company RSU Award is subject to Section 2.7 and will be made as follows: No later than thirty (30) Business Days after the Closing Date, Parent shall, or shall cause the Surviving Corporation to, deliver (through the Surviving Corporation payroll or such other means of payment as Parent may provide) to the holder of any In-the-Money Option or Company RSU Award the applicable Company Option Cash Out Amount or Company RSU Cash Out Amount, net of Tax withholdings. To the extent that such Taxes are so deducted or withheld and paid over to the appropriate Taxing Authority, the amounts thereof will be treated for all purposes hereunder as having been paid to the Person to whom such amounts would otherwise have been paid. (e) Prior to the Effective Time, the Company shall take (or cause there to be taken, as the case may be) all such actions as are necessary to effect the treatment of Company Options and Company RSU Awards provided for under this Section 2.3, under all Contracts governing the terms of all Company Options and Company RSU Awards, and under any other applicable plan or arrangement to which the Company is a party or by which the Company may be bound with respect to such Company Options, Company RSU Awards or the Company Stock Plans, including (A) to accelerate the vesting of any unvested Company Options that are outstanding and unvested immediately prior to the Effective Time and (B) at the request of Parent or as otherwise may be required, sending to any holders of Company Options notices (if drafted and at the request of Parent, subject to reasonable review and approval by the Company, which approval will not be unreasonably withheld, conditioned or delayed) with respect to the treatment of such instruments under this Agreement. The Company shall not send or otherwise make available any notices to any holders of Company Options, or solicit any consents or other approvals from the holders of any Company Options unless and until Parent has reviewed and approved all such notices and related documentation (including any email messages and notifications) to be sent or made available to such holders (which approval may not be unreasonably withheld or delayed), in each case, solely to the extent such notices, consents or approvals relate to the Merger Transaction. (f) The Company shall promptly take (or cause there to be taken, as the case may be) all such actions as are necessary to ensure that no offering or purchase period commences under the Company ESPP and that no shares of Company Capital Stock are issued under the Company ESPP. Prior to the Effective Time, the Company shall take (or cause there to be taken, as the case may be) all such actions as are necessary to terminate the Company ESPP such that, from and after the time of such termination, the Company shall have no Liability under or with respect to the Company ESPP.

  • 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. ​

  • 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.

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Equity Grants The Employee shall be granted as soon as practicable on or after the Effective Date, a stock option to purchase 734,900 shares of the Company’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. Twenty-Five percent (25%) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plan.

  • 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.

  • Annual Equity Awards Following the first anniversary of the Effective Date, Executive will be granted annual equity awards in an amount determined by the Board. Such awards may be in the form of options, restricted stock units, performance shares, or any other form as approved by the Board.

  • RSU Award An RSU Award shall be similar in nature to a Restricted Stock Award except that no shares of Stock are actually transferred to the Holder until a later date specified in the applicable Award Agreement. Each RSU shall have a value equal to the Fair Market Value of a share of Stock.

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