Inducement Grants Sample Clauses

Inducement Grants. The Option and PSUs are being granted to Executive pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4) and not pursuant to any of the Company’s equity incentive plans, as an inducement that is material to Executive’s employment with the Company.

Inducement Grants. To induce Executive to accept this offer and to provide her with an immediate stake in the success of the Company, Executive will be granted the following awards under the LTIP upon commencement of her employment: (a) Stock options with a grant date fair value equal to $300,000, subject to time-based vesting in equal annual installments over four years.

Inducement Grants. On the Effective Date, as an inducement for Employee’s employment, the Company will grant Employee an option to purchase 282,840 shares of Common Stock, which option shall be granted under the Company’s Inducement Award Stock Option Plan (or a successor plan, if any) (the “Inducement Plan”) and shall be subject to the terms and conditions set forth in this Agreement, the Inducement Plan and a stock option agreement to be entered by the Company and the Employee to evidence such grant, the form of which has been made available to Employee prior to the Effective Date (the “Option Agreement” and such grant the “Option Award”). In the event of a conflict between the Option Agreement or the Inducement Plan, on the one hand, and this Agreement, on the other hand, with respect to the Option Award or any of the terms and conditions thereof, this Agreement shall control. The option subject to the Option Award shall have a term of ten (10) years from the date of grant and an exercise price equal to the closing trading price of the Common Stock on the Effective Date (or the prior closing price if the Effective Date is on a day that the trading markets are not open). The Option Award will be subject to vesting as follows: (i) 1/4 of the Option Award will vest on the Effective Date, and (ii) the balance of the Option Award will vest monthly over the following thirty six (36) months; provided, however, that Employee must remain continuously employed through the applicable vesting dates, and the Option Award shall be subject to accelerated vesting under certain circumstances in accordance with the provisions of Section 7 hereof. The Option Award shall be subject to the terms set forth in the Option Agreement, the terms of the Inducement Plan, this Section 4(d), Section 7 hereof, and any other restrictions and limitations generally applicable to Common Stock of the Company or equity awards held by similarly situated Company executives that are imposed by law. Upon the occurrence of a Dilutive Event, the Option Shares will be increased by such number as required to make the percentage that the Option Shares (after giving effect to such increase) represent of the Post-Dilutive Event Common Shares equal to the percentage that the number of Option Shares immediately prior to the Dilutive Event represent of the Pre-Dilutive Event Common Shares. In addition, the Option Shares may be increased by the Option Award Adjustment, if applicable, in connection with a Change of Control t...

Inducement Grants. In prior years, the Company granted stock-based awards to certain of the Company’s new executive officers as inducements material to their commencement of employment and entry into an employment agreement with the Company. The inducement grants were made in accordance with Nasdaq Listing Rule 5635(c)(4) and were not made under the 2017 Plan. The inducement grants, which include PSU and RSU awards, are generally subject to substantially the same terms and conditions as grants that are made under the 2017 Plan and fair value is determined in the same manner as described for each grant type above. The table below summarizes the status of the Company' inducement grants (shares in thousands): Outstanding, December 31, 2023 125 $ 7.57 124 $ 6.13 Vested (63) 7.57 — — Outstanding, December 29, 2024(1) 62 $ 7.57 124 $ 6.13

Inducement Grants. On October 5, 2011 (the “Initial Grant Date”), the Company granted to the Executive (i) an option to purchase 62,500 shares of the Company’s common stock, par value $.01 (the “Common Stock”) pursuant to the Company’s 2010 Equity Participation Plan (the “Plan”) with a per share exercise price of $5.77 (the “Initial Option”) and (ii) 25,000 restricted shares of Common Stock pursuant to the Plan (the “Initial Restricted Stock”). The Initial Option and Initial Restricted Stock shall vest and, in the case of the Initial Option, become exercisable with respect to one-third of the shares subject thereto on each of the first three (3) anniversaries of the Initial Grant Date; provided that the Executive remains in continuous employment or other service with the Company through each applicable vesting date.

Inducement Grants. At the Closing, Parent agrees to issue a total of 2,228,901 shares of restricted common stock or restricted stock units of Parent as inducement grants (the “Employee Inducement Grants”) pursuant to a Plan which Parent will establish prior to Closing in substantially the form attached hereto as Exhibit I-1 (the “Inducement Grant Plan”). Pursuant to the Inducement Grant Plan, Employee Inducement Grants shall be issued to those employees listed on a schedule delivered to Parent and agreed upon by the Company and the Parent on and as of November 11, 2009, which Grants shall be made pursuant to inducement grant agreements in substantially the form attached hereto as Exhibit I-2. Following the Closing, Parent shall promptly (but in no event more than two (2) Business Days after such Closing) register the shares of Parent Common Stock underlying the Employee Inducement Grants on Form S-8.” (k) A new Section 5.13 is hereby added to the Merger Agreement, which will read as follows:

Inducement Grants. As a material inducement for Employee to join the Company, Employee will be awarded grants of stock within Employee’s first thirty (30) days of employment (the date the grants are awarded hereafter referred to as the “Grant Date”) in the form of the following Company equity awards: i. a stock option grant with respect to shares valued at $4,000,000 (the precise number of options to be granted will be calculated by dividing $4,000,000 by the closing price of the Company’s common stock on the last business day prior to the Grant Date (the “▇▇▇▇▇ ▇▇▇▇▇”)) with an exercise price equal to the ▇▇▇▇▇ ▇▇▇▇▇, which stock options will vest ratably in equal annual installments over three (3) years from the Grant Date. Notwithstanding anything to the contrary set forth herein, if Employee’s employment is terminated without Cause or for Good Reason prior to the third anniversary of the Grant Date, then any unvested stock options that would have otherwise vested on the vesting date immediately following Employee’s termination date will vest pro rata based on the number of days Employee was employed during the vesting year in which the termination occurred; ii. a performance stock unit (“PSU”) grant with respect to shares valued at $4,000,000 (based on the ▇▇▇▇▇ ▇▇▇▇▇), which will become earned 100% upon achievement, over the period commencing as of the first full quarter following the Effective Date and ending on February 1, 2028, of at least 3% positive same store sales growth for four (4) consecutive quarters (Employee’s “SSSG PSUs”). Once earned, Employee’s SSSG PSUs will time vest ratably in equal annual installments over a two (2)- year period. Notwithstanding anything to the contrary set forth herein, upon a termination of Employee’s employment without Cause or for Good Reason (as such terms are defined in Paragraph 8 below), any earned but unvested SSSG PSUs will immediately vest on the date of your termination; iii. a PSU grant with respect to shares valued at $4,000,000 (based on the ▇▇▇▇▇ ▇▇▇▇▇), which will be earned and fully vested based on achievement of the following performance conditions over the period commencing as of the first full quarter following the Effective Date and ending on February 1, 2028: (A) achievement of minimum fiscal year 2027 Adjusted EBITDA (as that term is defined in the Company’s financial statements) of $600 million and (B) average same store sales growth of at least 3%. The PSUs will be earned based on same store sales performanc...

Inducement Grants. (i) On or as soon as administratively practicable after the Effective Date, the Company shall grant to Executive an additional award of RSUs with an aggregate value of $4,350,000 (“Inducement RSUs”), vesting subject to Executive’s continued employment with the Company in three substantially equal annual installments on the first, second and third anniversaries of the grant date. The number of shares of Stock underlying such award shall be determined based on the closing price of the Stock on the Effective Date, and the award shall be subject to the vesting, settlement and other terms and conditions as set forth in the award agreement, consistent with the terms generally applicable to RSUs granted in respect of fiscal year 2020 to other senior executive officers of the Company. Notwithstanding the foregoing, in the event of a Qualifying Termination or termination of Executive’s employment due to death or Disability (as defined in Section 5(b) below), all unvested Inducement RSUs shall immediately vest on the termination date. (ii) Within thirty (30) days following the Effective Date, the Company shall pay Executive a cash lump sum equal to $2,000,000, less applicable taxes and other withholdings required by law (the “Cash Inducement Award”). If (i) Executive resigns his employment with the Company other than for Good Reason or (ii) the Company terminates Executive’s employment for Cause, in either case prior to the second anniversary of the Effective Date, Executive shall be obligated to repay the Company the gross amount of the Cash Inducement Award, in full, promptly (and in any event within 20 days) following the Executive’s termination date.

Inducement Grants. As special inducement to join the Company, and in additional to any regular equity grants: (A) on the Effective Date, Executive will be granted 50,000 restricted stock units, without dividend equivalent rights, which will vest on the third anniversary of the grant date based on continued employment; and (B) on January 6, 2006, Executive will be granted 25,000 performance-based restricted stock units, the performance terms of which will be established by the Compensation Committee upon consultation with Executive.