Common use of Initial Equity Award Clause in Contracts

Initial Equity Award. Subject to the terms of the Company’s 2022 Equity Incentive Plan (the “Equity Incentive Plan”) and the form of RSU Award Grant Notice and award agreement issued thereunder, promptly following the Effective Date and approval by the Board, the Company will issue the Executive an RSU Award (as defined in the Equity Incentive Plan) for 625,064 (the “Initial RSU Award”) shares of the Company’s common stock. The Initial RSU Award shall include the following additional terms: (1) subject to the Executive’s continued employment with the Company and the terms and conditions of the Equity Incentive Plan, the Initial RSU Award shall vest as follows, 50% of the Initial RSU Award shall vest on the first anniversary of the Effective Date and the remainder of the Initial RSU Award shall vest in equal monthly installments on the last day of each full month over the twelve (12) months following the first anniversary of the Effective Date, subject to the Executive’s continuous service with the Company or an Affiliate through such vesting dates; and (3) in the event that during the Employment Period the Company consummates a Change in Control (as defined below) and the Initial RSU Award is not assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by Section 6(c)(i) of the Equity Incentive Plan, then 100% of the unvested portion of the Initial RSU Award shall fully vest and become exercisable immediately prior to the effectiveness of such Change in Control, subject to the Executive’s continued employment with the Company as of each such date and as further provided in the terms and conditions of this Agreement, the Initial RSU Award and the Equity Incentive Plan.

Initial Equity Award. Subject to the terms of the Company’s 2022 Equity Incentive 2021 Inducement Plan (the “Equity Incentive Inducement Plan”) and the form of RSU Award Stock Option Grant Notice and award agreement issued thereunder, promptly following the Effective Date and approval by the Board, the Company will issue the Executive an RSU Award a Nonstatutory Stock Option (as defined in the Equity Incentive Inducement Plan) for 625,064 (the “Initial RSU Award”) to purchase 600,000 shares of the Company’s common stockstock (the “Stock Option Award”) and 400,000 Restricted Stock Units (as defined in the Inducement Plan) (the “Restricted Stock Unit Award” and together with the Stock Option Award, the “Initial Inducement Award(s)”). The Initial RSU Award Inducement Awards shall include the following additional terms: (1) the exercise price per share shall be equal to the Fair Market Value (as defined in the Inducement Plan) of a share of the Company’s common stock on the date of grant of the Initial Inducement Awards; (2) subject to the Executive’s continued employment with the Company and the terms and conditions of the Equity Incentive Inducement Plan, the Initial RSU Stock Option Award shall vest as follows, 5025% of the Initial RSU Stock Option Award shall vest on the first anniversary of the Effective Date and the remainder of the Initial RSU Award Stock Option Award, shall vest in equal monthly installments on the last day of each full month over the twelve thirty-six (1236) months following the first anniversary of the Effective Date, subject to the Executive’s continuous service with the Company or an Affiliate through such vesting dates and the Restricted Stock Unit Award shall vest as follows, four (4) equal consecutive annual installments of 25% of the Restricted Stock Unit Award, commencing on the first anniversary of the Effective Date and continuing on each consecutive anniversary of the Effective Date so that all Restricted Stock Units will be vested on the fourth-year anniversary of the Effective Date, subject to the Executive’s continuous service with the Company or an Affiliate through such vesting dates; and (3) in the event that during the Employment Period the Company consummates a Change in Control (as defined below) and the Initial RSU Award is Inducement Awards are not assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by Section 6(c)(i9(c)(i) and (ii) of the Equity Incentive Inducement Plan, then 100% of the unvested portion of the each Initial RSU Inducement Award shall fully vest and become exercisable immediately prior to the effectiveness of such Change in Control, subject to the Executive’s continued employment with the Company as of each such date and as further provided in the terms and conditions of this Agreement, the applicable Initial RSU Inducement Award and the Equity Incentive Inducement Plan.

Initial Equity Award. (A) Subject to the terms approval of the Company’s 2022 Equity Incentive Plan (Board or a subcommittee thereof, PubCo shall grant to the “Equity Incentive Plan”) and Executive equity-based compensation awards with an aggregate value equal to $1,000,000. Of such amount, 75% shall be granted in the form of RSU Award Grant Notice and a restricted stock unit award agreement issued thereunder, promptly following the Effective Date and approval by the Board, the Company will issue the Executive an RSU Award (as defined in the Equity Incentive Plan) for 625,064 (the “Initial RSU Award”) shares and 25% shall be granted in the form of a performance stock unit (the Company’s common stock. The “Initial RSU Award shall include the following additional terms: (1) subject to the Executive’s continued employment PSU Award” and together with the Company and the terms and conditions of the Equity Incentive Plan, the Initial RSU Award shall vest as followsand Sign-On Equity Award, 50% of the Initial RSU Award shall vest on the first anniversary of the Effective Date and the remainder of the Initial RSU Award shall vest in equal monthly installments on the last day of each full month over the twelve (12) months following the first anniversary of the Effective Date, subject to the Executive’s continuous service with the Company or an Affiliate through such vesting dates; and (3) in the event that during the Employment Period the Company consummates a Change in Control (as defined below) and the Initial RSU Award is not assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by Section 6(c)(i) of the “Equity Incentive Plan, then 100% of the unvested portion of the Initial RSU Award shall fully vest and become exercisable immediately prior to the effectiveness of such Change in ControlAwards”)), subject to the Executive’s continued employment through the grant date. (B) The number of shares of Company common stock subject to the Initial RSU Award shall be determined by dividing $750,000 by the average of the Company’s common stock closing price over the twenty business days prior to and including the Executive’s Commencement Date. (C) The number of shares of Company common stock subject to the the Initial PSU Award shall be determined by dividing $250,000 by the average of the Company’s common stock closing price over the twenty business days prior to and including the Executive’s Commencement Date. (D) Subject to the Executive’s continued service with the Company as of each such date and as further provided in through the terms and conditions of this Agreementapplicable vesting date, the Initial RSU Award shall vest (x) with respect to 25% of the shares underlying such Initial RSU Award, on the first anniversary of the Commencement Date, and (y) as to the remaining 75% of the shares underlying such Initial RSU Award, in substantially equal installments on each of the 12 quarterly anniversaries thereafter. The terms and conditions of the Initial RSU Award shall be set forth in an award agreement in a form prescribed by PubCo, to be entered into by PubCo and the Equity Incentive PlanExecutive (the “Initial RSU Award Agreement” and, together (E) Subject to the Executive’s continued service with the Company through the vesting date and the achievement of the performance measure approved by the Board or a subcommittee thereof, the Initial PSU Award shall vest on the third anniversary of the Commencement Date.

Initial Equity Award. Subject to the terms of the Company’s 2022 Equity Incentive Plan (the “Equity Incentive Plan”) and the form of RSU Award Grant Notice and award agreement issued thereunder, promptly following the Effective Date and approval by the Board, the Company will issue the Executive an RSU Award (as defined in the Equity Incentive Plan) for 625,064 a number of shares of the Company’s common stock (the “Common Stock”) determined by dividing $150,000 by the average Fair Market Value (as defined in the Equity Incentive Plan) of one share of the Common Stock for the 30 consecutive market trading days ending on and including the last market trading day prior to the Effective Date, rounded down to the nearest whole unit (the “Initial RSU Award”) shares of the Company’s common stock). The Initial RSU Award shall include the following additional terms: (1) subject to the Executive’s continued employment with the Company and the terms and conditions of the Equity Incentive Plan, the Initial RSU Award shall vest as follows, 5030% of the Initial RSU Award shall vest on the first anniversary of the Effective Date Date; (2) subject to the Executive’s continued employment with the Company and the terms and conditions of the Equity Incentive Plan, the Initial RSU Award shall vest as follows, 30% of the Initial RSU Award shall vest on the second anniversary of the Effective Date; (3) the remainder of the Initial RSU Award shall vest in equal monthly installments on the last day of each full month over the twelve (12) months following the first second anniversary of the Effective Date, subject to the Executive’s continuous service with the Company or an Affiliate through such vesting dates; and (34) in the event that during the Employment Period the Company consummates a Change in Control (as defined below) and the Initial RSU Award is not assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by Section 6(c)(i) of the Equity Incentive Plan, then 100% of the unvested portion of the Initial RSU Award shall fully vest and become exercisable immediately prior to the effectiveness of such Change in Control, subject to the Executive’s continued employment with the Company as of each such date and as further provided in the terms and conditions of this Agreement, the Initial RSU Award and the Equity Incentive Plan.

Initial Equity Award. (A) Subject to the terms approval of the CompanyBoard or a subcommittee thereof, PubCo shall grant to the Executive on the Effective Date an equity-based compensation award covering shares of PubCo’s 2022 Equity Incentive Plan common stock with an aggregate value equal to $1,000,000 (the “Initial Equity Incentive PlanAward”) and ), subject to the Executive’s continued employment on the grant date. Of such amount, 75% of the Initial Equity Award value shall be granted in the form of RSU Award Grant Notice and a time-based restricted stock unit award agreement issued thereunder, promptly following that vests based on the Effective Date and approval by the Board, Executive’s continued service with the Company will issue the Executive an RSU Award (as defined in the Equity Incentive Plan) for 625,064 (the “Initial RSU Award”), and the remaining 25% of the Initial Equity Award value shall be granted in the form of a performance-based restricted stock unit award that vests based on achievement of performance goals and continued service (the “Initial PSU Award”). (B) shares The number of time-based restricted stock units subject to the Initial RSU Award will be determined by dividing $750,000 by the average of the Company’s common stock. The Initial RSU Award shall include stock closing price over the following additional terms: (1) twenty business days prior to and including the Effective Date, and the number of performance-based restricted stock units subject to the Initial PSU Award will be determined by dividing $250,000 by the average of the Company’s common stock closing price over the twenty business days prior to and including the Effective Date. (C) Subject to Executive’s continued employment service with the Company and through the terms and conditions of the Equity Incentive Planapplicable vesting date, (i) the Initial RSU Award shall vest as follows, 50(x) with respect to 25% of the restricted stock units underlying such Initial RSU Award shall vest Award, on the first anniversary of the Effective Date and the remainder of the Initial RSU Award shall vest in equal monthly installments on the last day of each full month over the twelve (12) months following the first anniversary of the Effective Date, subject and (y) as to the Executive’s continuous service with the Company or an Affiliate through such vesting dates; and (3) in the event that during the Employment Period the Company consummates a Change in Control (as defined below) and the Initial RSU Award is not assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by Section 6(c)(i) of the Equity Incentive Plan, then 100remaining 75% of the unvested portion restricted stock units underlying such Initial RSU Award, in substantially equal installments on each of the 12 quarterly anniversaries thereafter and (ii) the Initial RSU PSU Award shall fully vest and become exercisable immediately prior to based on the effectiveness achievement of such Change in Controlperformance goals over a performance period ending on December 31, subject to the Executive’s continued employment with the Company as of each such date and as further provided in the 2023. The terms and conditions of each Initial Equity Award will be set forth in a separate award agreement in the form prescribed by PubCo, to be entered into by PubCo and the Executive (the “Initial Award Agreements”). Except as otherwise specifically provided in this Agreement, the Initial RSU Award Equity Awards shall be governed in all respects by the terms of and conditions of the Plan and the Equity Incentive Planapplicable Initial Award Agreement.

Initial Equity Award. Subject No later than sixty (60) days following the Effective Date, the Board or a committee thereof will grant you an initial equity award covering a target number of shares equal to $3,900,000, divided by the average per-share closing price of Company common stock for the twenty (20) trading days prior to the terms date of grant (the “Initial Equity Award”) under the Company’s 2022 Equity 2015 Omnibus Incentive Plan Plan, as amended (the “Equity Incentive Plan”). Forty percent (40%) of the Initial Equity Award will be granted in the form of time-based restricted stock units (the “Initial RSUs”) and sixty percent (60%) of the Initial Equity Award will be granted in the form of RSU Award Grant Notice performance-based share awards (the “Initial PSAs”). The performance conditions applicable to the Initial PSAs will be determined by the Board in its discretion, and award agreement issued thereunderthe Initial PSAs and Initial RSUs will otherwise be subject to the standard terms and conditions applicable to equity incentive awards granted to senior executives of the Company; provided, promptly that in the event of your death, disability (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)) or your termination of employment by the Company without “cause” (as such term is defined in the Company’s Executive Severance Plan, as may be amended from time to time (the “Executive Severance Plan”)), in each case, other than within two years following the Effective Date and approval by the Board, the Company will issue the Executive an RSU Award date of a Change in Control Transaction (as defined in Section 20 below), the Equity Incentive Plan(a) for 625,064 Initial RSUs shall vest as to a number of shares of Company common stock equal to the product of (i) the number of Initial RSUs multiplied by (ii) a fraction, the numerator of which shall be the number of full calendar months between the date of grant and the date your employment terminated, and the denominator of which shall be the number of full calendar months from the date of grant to the final vesting date (such fraction, the “Proration Multiple”), provided that such resulting number of Initial RSU Award”RSUs shall be reduced by the number of Initial RSUs that vested prior to the date of your termination of employment, and (b) Initial PSAs shall vest as to a number of shares of the Company’s Company common stock. The Initial RSU Award shall include the following additional terms: (1) subject stock equal to the Executive’s product of (i) the total target number of Initial PSAs that you would have been entitled to receive had your employment continued employment with through the Company and the terms and conditions end of the Equity Incentive Planperformance period, multiplied by (ii) the Proration Multiple. Notwithstanding the foregoing, in the event of a “Qualifying Termination” or resignation by you for “Limited Good Reason”, in either case within two years after a “Change in Control Transaction”, the Initial RSU Award shall vest as follows, 50% of the Initial RSU Award shall vest on the first anniversary of the Effective Date and the remainder of the Initial RSU Award Equity Awards shall vest in equal monthly installments on full (with the last day number of each full month over the twelve (12) months following the first anniversary shares of the Effective Date, common stock subject to the Executive’s continuous service with the Company or an Affiliate through such vesting dates; any performance-based awards determined as set forth in clause (i) above, and (3) in the event that during the Employment Period the Company consummates a Change in Control (all terms used herein as defined in Section 20 below) and the Initial RSU Award is not assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by Section 6(c)(i) of the Equity Incentive Plan, then 100% of the unvested portion of the Initial RSU Award shall fully vest and become exercisable immediately prior to the effectiveness of such Change in Control, subject to the Executive’s continued employment with the Company as of each such date and as further provided in the terms and conditions of this Agreement, the Initial RSU Award and the Equity Incentive Plan).

Initial Equity Award. Subject to approval by the terms HRCC and the independent members of the Company’s 2022 Equity Incentive Plan (Board, you will be eligible for an initial long-term incentive award to be granted under the “Equity Incentive Plan”) and GlobalShare Program in the form of RSU Award Grant Notice and award agreement issued thereunderperformance stock units, promptly following the Effective Date and approval by the Board, the Company will issue the Executive an RSU Award (as defined in the Equity Incentive Plan) for 625,064 with a grant date fair value of $3,000,000 (the “Initial RSU Equity Award”) ), separately and in addition to the annual long-term incentive awards described in Section 7 above. The value of the Initial Equity Award will be converted into a number of shares as of the grant date using the average closing price of the Company’s common stockstock for the thirty consecutive trading days including and immediately preceding the grant date (the “Base Price”). The Initial RSU Equity Award shall include be earned in equal 25% increments upon the following additional terms: attainment of the applicable Stock Price Hurdle (1as defined below) and which shall vest in four equal annual installments beginning on the one-year anniversary of the grant date, subject to the Executive’s continued achievement of the applicable Stock Price Hurdle as of each vesting date and your continuous employment with the Company or an affiliate through such vesting date and the terms and conditions of the GlobalShare Program and the applicable award agreement. If a Stock Price Hurdle is not achieved by the applicable vesting date, then the shares subject to the portion of the Initial Equity Incentive PlanAward that are subject to such hurdle shall remain outstanding and be eligible to vest on the next scheduled vesting date. Any shares subject to a portion of the Initial Equity Award that is subject to a Stock Price Hurdle that is not achieved by the four-year anniversary of the grant date shall be forfeited. For purposes of the Initial Equity Award, a “Stock Price Hurdle” shall be attained upon the closing price of the Company’s common stock equaling or exceeding each of 125% (1st year), 150% (2nd year), 175% (3rd year) and 200% (4th year) of the Base Price, in each case, for at least thirty consecutive trading days. In the event of a termination of your employment due to your death or Disability (defined below), the Initial RSU Award shall Equity Award, to the extent unvested, will vest as followsin full for time vesting purposes, 50% with the earned portion of the Initial RSU Award shall vest award to be determined based on the first anniversary highest Stock Price Hurdle achieved as of the Effective Date and the remainder date of the such termination of employment. The Initial RSU Equity Award shall vest in equal monthly installments on the last day of each full month over the twelve (12) months following the first anniversary of the Effective Date, is subject to the Executive’s continuous service with the Company or an Affiliate through such vesting dates; and (3) in the event that during the Employment Period the Company consummates a Change in Control (as defined belowunder the GlobalShare Program) provisions as set forth in detail in the GlobalShare Program, provided that, and notwithstanding anything in the GlobalShare Program to the contrary, performance for purposes of determining the vesting of the Initial Equity Award shall be determined based on the highest Stock Price Hurdle achieved on or prior to the Change in Control, with the per share Change in Control consideration to be used to determine whether the Stock Price Hurdle was achieved as of the date of the Change in Control and the Initial RSU Equity Award is not assumedshall continue to vest in installments on the applicable vesting dates commensurate with the attained Stock Price Hurdle(s), continued or substituted subject to any accelerated vesting for a termination by the surviving corporation Company without Cause or acquiring corporation your voluntary termination due to the existence of Good Reason (or each as defined in this Agreement), in either case, during the surviving or acquiring corporation’s parent company) in such two-year period beginning on the date of a Change in Control Control, as provided in the manner contemplated GlobalShare Program. For the avoidance of doubt, if your employment is terminated other than (i) due to your death or Disability, or (ii) by Section 6(c)(i) of the Equity Incentive PlanCompany without Cause or by you for Good Reason within two years following a Change in Control, then 100% of you shall forfeit the unvested portion of the Initial RSU Equity Award shall fully vest and become exercisable immediately prior to the effectiveness as of such Change in Control, subject to the Executive’s continued termination of employment with the Company as of each such date and as further provided in the terms and conditions of this Agreement, the Initial RSU Award and the Equity Incentive Planfor no consideration.

Initial Equity Award. Subject to and conditioned upon the terms consummation of the Company’s 2022 Equity Incentive Plan (the “Equity Incentive Plan”) and the form of RSU Award Grant Notice and award agreement issued thereunder, promptly following the Effective Date Distribution and approval by the BoardLTD Board of Directors or the Compensation Committee of the LTD Board of Directors, the Company will issue shall grant to the Executive a number of restricted stock units (“RSUs”) covering LTD shares of common stock in an RSU Award (as defined in aggregate amount equal to 0.5% of the Equity Incentive Plan) for 625,064 total issued and outstanding shares of LTD common stock immediately after the Distribution (the “Initial RSU AwardGrant”), without giving effect to (A) shares any authorized or outstanding stock options, RSUs or other equity awards or rights to receive shares, in any case, that have not yet been issued, or (B) for the avoidance of doubt, the Company’s common stock. The Initial RSU Award shall include Grant. Notwithstanding the following additional terms: foregoing, if the Distribution has not been consummated by February 15, 2015, and Executive continues to be employed by the Company on a full-time basis in good standing through such date, then (1) subject to and conditioned upon approval by the Compensation Committee of the Board of Directors of Demand, Demand shall grant to the Executive a number of RSUs covering Demand shares of common stock in an aggregate amount intended to be substantially equivalent in value to the value of the Initial RSU Grant contemplated by the previous sentence, which value shall be based on the implied valuation of the Company as of the Effective Date as determined by Demand in its sole discretion (the “Substitute RSU Grant”) and (2) the Executive shall have no further interest in or right to receive the Initial RSU Grant thereafter, whether or not he Distribution subsequently occurs. Subject to Section 4(c) hereof and the Executive’s continued employment with the Company through the applicable vesting date, (i) the RSUs under the Initial RSU Grant (if any) shall vest in thirteen installments with 25% vesting on February 15, 2015 (the “Initial RSU Xxxxx Xxxx Date”), and the balance vesting in twelve (12) substantially equal quarterly installments on each three-month anniversary of the Initial RSU Xxxxx Xxxx Date thereafter, and (ii) the RSUs under the Substitute RSU Grant (if any) shall vest over a three-year period with 25% vesting on the date of grant (the “Substitute RSU Xxxxx Xxxx Date”) and the balance vesting in twelve (12) substantially equal quarterly installments on each three-month anniversary of the Substitute RSU Xxxxx Xxxx Date thereafter. The terms and conditions of the Equity Incentive Plan, the Initial RSU Award shall vest Grant or the Substitute RSU Grant, as followsapplicable, 50% of the Initial RSU Award shall vest on the first anniversary of the Effective Date and the remainder of the Initial RSU Award shall vest in equal monthly installments on the last day of each full month over the twelve (12) months following the first anniversary of the Effective Dateshall, subject to the Executive’s continuous service with foregoing, be set forth in a separate award agreement in a form prescribed by the Company or an Affiliate through such vesting dates; and Demand, respectively, (3) in either case, the event that during the Employment Period “RSU Agreement”), to be entered into by the Company consummates a Change in Control (as defined below) and the Initial RSU Award is not assumed, continued Executive or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by Section 6(c)(i) of the Equity Incentive Plan, then 100% of the unvested portion of the Initial RSU Award shall fully vest Demand and become exercisable immediately prior to the effectiveness of such Change in Control, subject to the Executive’s continued employment with , as applicable, which shall evidence the Company as of each such date and as further provided in the terms and conditions of this Agreement, the Initial applicable RSU Award and the Equity Incentive Planaward.