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.
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. 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 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.
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.
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. 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. 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. (c)
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).
