Initial Equity Compensation. The Company shall grant Executive two million U.S. Dollars ($2,000,000) of Restricted Stock Units (the “Tilray RSUs”). The number of Tilray RSUs issued to Executive shall be determined by dividing two million U.S. Dollars ($2,000,000) by the closing price of the Company’s common stock on NASDAQ on the date the Compensation Committee approves the grant (the “Initial Equity Grant”). The Initial Equity Grant will vest as follows:
Initial Equity Compensation. As an additional element of compensation to Executive, in consideration of the services to be rendered hereunder, on the Effective Date, WellCare shall grant to Executive 20,000 restricted shares of WellCare’s common stock (the “Restricted Stock”) and an option to purchase 25,000 shares of WellCare’s common stock for an exercise price per share equal to the fair market value of one share of WellCare’s common stock as of the close of business on the Effective Date (the “Option”). These equity compensation awards shall be granted under and be subject to the terms of the WellCare Health Plans, Inc. 2004 Equity Incentive Plan (the “2004 Plan”). The terms and conditions of the Restricted Stock also shall be governed by a restricted stock award agreement reflecting such grant pursuant to the 2004 Plan, and the terms and conditions of the Option also shall be governed by a stock option agreement reflecting such grant pursuant to the 2004 Plan and, in each case, providing for, among other things, the terms set forth in this Section 2.3. The Option and the Restricted Stock shall vest in equal annual installments on each of the first through fourth anniversaries of the Effective Date. Notwithstanding anything in this Agreement or the applicable stock option agreement to the contrary, the Option cannot be exercised until WellCare is again current in its periodic report filings with the United States Securities and Exchange Commission (the “SEC”) and has filed all periodic reports required to be filed by it with the SEC within the preceding twelve months.
Initial Equity Compensation. (i) On the Effective Date, Executive will be granted two million (2,000,000) Restricted Stock Units (“Non-Performance RSU’s”). These Non-Performance RSU’s will vest fifty percent (50%) on the six (6) month anniversary date of the Effective Date and fifty percent (50%) on the twelve (12) month anniversary of the Effective Date, subject to the Executive’s continued employment as Chief Executive Officer (or continuous service as an on going member of the Board of Directors) with the Company through such date. All Non-Performance RSUs shall be subject to the terms of this Agreement and the relevant stock unit agreements and relevant stock plan under which the Non-Performance RSUs are granted.
(ii) Notwithstanding the foregoing, in the event of a Change of Control, any unvested stock options, Non-Performance RSUs and shares of non-performance based restricted stock in Company common stock held by the Executive will become fully vested contingent upon and immediately prior to the first Change of Control to occur following the Effective Date.
(iii) Notwithstanding any other provision of this Agreement to the contrary, except as otherwise provided in Section 1 of the respective Non-Performance RSU award agreement, any vested Non-Performance RSUs will be paid out immediately upon vesting and in no event after the later of (i) two and one-half (2 1/2) months after the end of the Company’s fiscal year in which such Non-Performance RSUs vest, or (ii) March 15 following the calendar year in which such Non-Performance RSUs vest.
Initial Equity Compensation. As an additional element of compensation to Executive, in consideration of the services to be rendered hereunder, on the Effective Date, WellCare shall grant to Executive 250,000 shares of WellCare's common stock (the "Restricted Stock") and an option to purchase 500,000 shares of WellCare's common stock for an exercise price per share equal to the fair market value of one share of WellCare's common stock as of the close of business on the Effective Date (the "Option"). The terms and conditions of the Restricted Stock shall be governed by one or more stock award agreements reflecting such grant, and the terms of the Option shall be governed by a stock option agreement reflecting such grant, each consistent with the applicable stock incentive plan of WellCare and providing for, among other things, the terms set forth in this Section 2.3. The Option shall vest in equal monthly installments on the 25th day of each calendar month for forty-eight (48) months commencing on the Effective Date. The Restricted Stock shall vest in equal quarterly installments on the 25th day of every third calendar month for forty-eight (48) months commencing on the Effective Date. Both the Option and the Restricted Stock awards shall be subject to accelerated vesting as provided in Section 2.3.3. With respect to the 100,000 shares of the Restricted Stock that are scheduled to vest first, Executive shall make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Corporation shall pay, on a fully grossed-up basis, all federal, state, and local income taxes incurred by Executive on compensation resulting from the grant or vesting of such Restricted Stock. Any payment of taxes under the preceding sentence shall be made to or for the benefit of Executive when such taxes are required to be paid or remitted to the taxing authority, but in any event by December 31 of the calendar year following the calendar year in which the taxes are remitted, or, if no taxes are remitted, by December 31 of the calendar year following the calendar year in which there is a final and nonappealable settlement or other resolution of an audit or litigation relating to the taxes. Upon the vesting of the remaining 150,000 shares of Restricted Stock, Executive may make a payment to the Corporation, or authorize the Corporation to withhold from funds otherwise due to Executive, an amount equal to any applicable federal, state and local taxes required to be paid or w...
Initial Equity Compensation. As an additional element of compensation to Executive, in consideration of the services to be rendered hereunder, on the Effective Date, WellCare shall grant to Executive 50,000 restricted shares of WellCare's common stock (the "Restricted Stock") and an option to purchase 100,000 shares of WellCare's common stock for an exercise price per share equal to the fair market value of one share of WellCare's common stock as of the close of business on the Effective Date (the "Option"). These equity compensation awards shall be made as “Employee Inducement Awards” within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual. The terms and conditions of the Restricted Stock shall be governed by a restricted stock award agreement reflecting such grant, and the terms of the Option shall be governed by a stock option agreement reflecting such grant and, in each case, providing for, among other things, the terms set forth in this Section 2.3. The Option and the Restricted Stock shall vest in equal annual installments on each of the first through fourth anniversaries of the Effective Date.
Initial Equity Compensation. On the Closing Date, you will be granted a number of time-based Centene Corporation restricted stock units with a grant date fair market value equal to $4,400,000 (calculated on the same basis as other restricted stock units granted generally by Centene to its senior executives) (the "Initial RSU Award"). The Initial RSU Award will vest on the second year anniversary of the Closing Date (i.e., the last day of Employment Term), subject to your continued employment through such vesting date provided that, (i) if your employment is terminated by Centene without Cause (as defined below), due to your death or disability or by you for an Acceptable Reason (as defined below) prior to such vesting date, the Initial RSU Award shall vest in full and be settled in Centene shares as soon as practicable (but in no event later than 30 days following) following your termination date and (ii) if you terminate your employment other than for an Acceptable Reason (as defined below) and by virtue of your Retirement (as defined below) prior to such vesting date, you shall vest in a number of restricted stock units subject to the Initial RSU Award that would have vested based on your continued employment through the first anniversary of your termination date and such restricted stock units shall be settled in Centene shares as soon as practicable (but in no event later than 30 days following) your termination date. Except as provided in this Section 4, the Initial RSU Award agreement shall provide for terms and conditions no less favorable than those provided to similar level Centene executives. The holding period set forth in any equity awards granted by Centene shall not apply to you, provided, that you are otherwise in compliance with the applicable share ownership guidelines of Centene Corporation.
Initial Equity Compensation. The Company shall grant Executive two million U.S. Dollars ($2,000,000) of Restricted Stock Units as follows:
Initial Equity Compensation. The Company shall grant to Executive a non-qualified stock option (the "Initial Option"), substantially in the form of Exhibit A hereto, to purchase 115,000 shares of common stock of the Company at a price per share of $17.46. The terms of the Initial Option shall be governed by the Penn National Gaming, Inc. 1994 Stock Option Plan and, provided that Executive remains employed by the Company as of the relevant vesting date, shall vest in equal quarterly installments over four years, with the first installment vesting on September 3, 2002, and with each subsequent installment vesting on the same date of the third month immediately following the prior installment.
Initial Equity Compensation. Subject to approval by the Board or Compensation Committee, during the 2025 fiscal year of the Company the Executive shall be eligible to receive a one-time initial equity award under the Omnibus Incentive Plan in an amount equal to one million five hundred thousand Dollars ($1,500,000) following the closing of the Transactions (the “Initial Equity Award”). The Initial Equity Award shall be made in the form and on such terms (including vesting provisions) as determined by the Compensation Committee and shall be subject to the terms of the Omnibus Incentive Plan and the applicable award agreement.
