Inducement Grants. To induce the Executive to commence employment with the Company as of the Start Date, the Company shall grant the Executive, effective as of the Start Date: (i) an Option on the terms and conditions set forth in the Non-Qualified Stock Option Agreement; and (ii) Restricted Stock on the terms and conditions set forth in the Restricted Share Award Agreement.
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 70,710shares 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 tra...
Inducement Grants. At the Closing, Parent agrees to issue a total of 2,150,538 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 the Closing in substantially the form attached hereto as Exhibit I-1 (the “Inducement Grant Plan”). Pursuant to the Inducement Grant Plan, Inducement Grants shall be issued to those employees who shall be listed on a Schedule 5.5 and agreed upon by the Company and the Parent within 10 Business Days after the date hereof 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 register the shares of Parent Common Stock underlying the Employee Inducement Grants on Form S-8.
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. 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. As an inducement to entering into this Agreement, Executive shall receive a grant of restricted stock and stock options on the Effective Date, as follows:
(i) Executive shall be entitled to receive 600,000 shares of restricted stock pursuant to the Company's 1993 Nonstatutory Stock Incentive Plan and/or the Company's 2000 Nonstatutory Equity Incentive Plan, such grant of restricted shares to vest over three (3) years, with 33 1/3% of the shares vesting at the end of each full year of Executive's employment over the three-year period measured from the Effective Date, and be subject to such other terms and conditions as shall be documented in a restricted stock agreement, substantially in the form attached hereto as Exhibit A, which Executive shall execute and deliver to the Company concurrently with the grant of such shares; and (ii) Executive shall receive a grant of 3,000,000 options for Company common stock pursuant to the Company's 2000 Nonstatutory Equity Incentive Plan, such option grant to have an exercise price equal to the average of the high and low prices (as published by the NYSE) of Company stock on the date of grant, and to vest over four years, with 25% of the options vesting at the end of Executive's first full year of employment measured from the Effective Date and the remainder vesting over the next 36 months in equal amounts each month, and be subject to such other terms and conditions as shall be documented in the option grant agreement, which shall be in the Company's customary form to be executed and delivered by Executive concurrently with such grant.
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.
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
