Initial Equity Grant. No later than 45 days following the Commencement Date, the Company shall take such actions as shall be necessary to grant you the right to purchase (the “Stock Purchase Right”) the number of shares of the Company’s common stock (the “Common Stock”) equal to six percent (6%) of the Company’s outstanding capital stock as of the Commencement Date, calculated based on the Fully Diluted Capitalization of the Company (as defined in the next sentence) at a per-share purchase price equal to the per-share fair market value of the underlying shares on the date of grant, as determined reasonably by the Board in good faith. For the purposes of this Agreement, “Fully Diluted Capitalization” includes all outstanding shares of capital stock plus all shares subject to issuance under outstanding options or warrants plus all shares of capital stock reserved for future issuance under the Company’s 2007 Stock Incentive Plan (the “Plan”) that are not subject to outstanding options or other equity awards plus, to the extent not already included in the foregoing, all shares purchased by you, or subject to your right to purchase, pursuant to this Section 3(d) and Section 3(f). The Stock Purchase Right will be granted under the Plan. Any shares of Common Stock purchased upon exercise of the Stock Purchase Right (the “Restricted Stock”) shall be subject to a right of repurchase in favor of the Company at the original purchase price thereof (the “Right of Repurchase”). The Restricted Stock shall vest, and the Right of Repurchase lapse, with respect to thirty-three and one-third percent (33 1/3%) of the total shares of Restricted Stock on the first anniversary of the Commencement Date and with respect to 1/36th of such shares of Restricted Stock on each monthly anniversary of the Commencement Date thereafter so that the Restricted Stock shall be fully vested and the Right of Repurchase fully lapsed on the third anniversary of the Commencement Date, in each case, subject to your continued service to the Company hereunder except as otherwise provided herein. You will be permitted to purchase the shares of Restricted Stock using a full recourse promissory note, equal to the value of the entire purchase, in a form attached hereto as Exhibit A, to the Company bearing an interest rate equal to the Applicable Federal Rate. The Restricted Stock shall be subject to the terms of the Plan and a restricted stock purchase agreement (the “Restricted Stock Purchase Agreement”) in the form attached ...
Initial Equity Grant. Executive shall receive, on the Effective Date, a grant of RSUs with a grant date fair market value of $500,000, subject to all of the terms and conditions of the Restricted Stock Unit Award Agreement with Respect to Shares of FECR Rail Corp., substantially in the form annexed as Exhibit A hereto.
Initial Equity Grant. Within one hundred and fifty (150) days following the Effective Date, Executive shall receive a one-time equity award of options to acquire stock of the Company (“Options”) and restricted stock or restricted stock units (the “Restricted Stock”) as set forth on Appendix B. The Options will have an exercise price equal to the closing price of the Company’s common stock on the date of grant and will vest in equal installments on each of the first four anniversaries of the Effective Date, subject to the Executive’s continued employment on such dates, subject to accelerated vesting as set forth herein. The Restricted Stock will vest and the restrictions shall lapse on the third anniversary of the Effective Date, subject to the Executive’s continued employment on such date, subject to accelerated vesting as set forth herein. The Options and Restricted Stock shall be subject to the terms of the underlying award agreements and the Company’s equity plan in effect from time to time. Notwithstanding the preceding two sentences, if the Executive’s employment is terminated by the Company without Cause (defined below) or by the Executive for Good Reason (defined below), or by reason of death or Disability (defined below), then the Executive’s then unvested Options and Restricted Stock granted pursuant to this Section 4(f) shall vest (and the restrictions on such Restricted Stock shall lapse) in proportion to the number of years of service completed, calculated as though Executive worked through completion of the Term in which Executive’s employment terminates, on the date the Release Condition (defined below) is satisfied. Executive shall thereafter have six (6) months within which to exercise any Options that have vested pursuant to such accelerated vesting.
Initial Equity Grant. On or about November 4, 2024, Executive shall receive a grant of restricted stock units that settle in a number of shares of the Company’s Class A common stock (the “RSU Award”) determined by dividing $2,500,000 by the thirty (30)-day volume weighted average price per share of Class A common stock preceding the date of grant. 25% of the RSU Award will vest on the date of grant and the remaining 75% of the RSU Award will vest in substantially equal quarterly installments over a three (3) year period, starting on the one (1) year anniversary of the date and grant, with the first vesting date for the remaining 75% portion occurring on the first day of the first month following the 15 month anniversary of the grant date and with subsequent vesting dates occurring on each three-month anniversary thereof until such RSU Award is fully vested on the four (4) year anniversary of the grant date, in all cases subject to Executive’s continued employment through each such vesting date. The RSU Award will be granted pursuant to the terms of a form of RSU Award agreement to be adopted by the Company. If, however, Executive chooses to terminate Executive’s employment with the Company without Good Reason (and not due to Disability (as defined below)) or the Company terminates Executive for Cause (as defined in Exhibit A), in each case, prior to the one (1) year anniversary of the Commencement Date, Executive hereby agrees immediately (and in all events within fifteen (15) days following the date of such termination) to (i) transfer ownership of each share of the Company’s stock delivered in respect of the RSU Award (as well as all non-cash property distributed with respect to any such share) that is then-owned by Executive or any of Executive’s family members, estate planning vehicles or other parties related to Executive back to the Company without payment therefor, and (ii) deliver to the Company in cash the gross amount of all proceeds, dividends and distributions received by Executive or his/her family members, estate planning vehicles or other parties related to Executive in respect of the shares of the Company’s stock delivered in respect of the RSU Award (including, without limitation, all proceeds received in respect of the sale or exchange of any non-cash property distributed in respect of shares of the Company’s stock underlying the RSU Award).
Initial Equity Grant. Effective as of the Effective Date, Executive shall receive an initial award (the “Initial RSU Award”) pursuant to the terms and conditions of the RESTRICTED STOCK UNIT INCENTIVE AGREEMENT between Company and Executive dated on the Effective Date, a form of which is attached hereto as Exhibit A.
Initial Equity Grant. On the thirtieth day (30th) following the Effective Date (and if the stock of the Company is not traded on such date, the next trading day), Executive shall be granted Equity Awards with respect to Company common stock with a grant date fair value of fifteen million dollars ($15,000,000) (determined in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, or any successor promulgation) (the “Initial Grant”). The Initial Grant shall be granted (i) one-half in stock options to acquire Company common stock that vest ratably on each of the first three (3) anniversaries of the Effective Date and (ii) one-half in restricted stock units, (A) three-quarters of which vest ratably on each of the first three (3) anniversaries of the Effective Date and (B) one-quarter of which vest based on the achievement of reasonable performance goals to be determined by the Company’s Board or the Compensation Committee, in consultation with management of the Company. Prior to the grant date of the Initial Grant, Executive shall have the opportunity to make an election to defer settlement of the restricted stock units granted as part of the Initial Grant pursuant to the terms set forth in the SERP (as defined below); provided, that any election to defer settlement must be compliant with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and with the Company’s stock ownership policies. All other terms and conditions shall be established by the Company’s Board or the Compensation Committee prior to the grant date of the Initial Grant.
Initial Equity Grant. As of the first day of the Term, the Executive shall receive under the LTIP a number of shares of common stock of the Company (or equivalent full-value awards, such as LTIP Units in DCT Industrial Operating Partnership LP) equal to $400,000 divided by the closing price of the common stock of the Company on the New York Stock Exchange on such day. Such shares (or equivalent full-value awards) shall vest 25% on the day immediately preceding the third anniversary of the first day of the Term, an additional 25% shall vest on the day immediately preceding the fourth anniversary of the first day of the Term, and the remaining 50% shall vest on the day immediately preceding the fifth anniversary of the first day of the Term, and will otherwise be subject to the terms of the LTIP and the definitive documentation governing the grant. All of such shares (or equivalent full-value awards) will be accompanied by the grant of dividend equivalent rights (which, in the case of LTIP Units, will be in the form of distributions from the DCT Industrial Operating Partnership LP) that will entitle the Executive to current payment of dividend equivalents as long as such shares or equivalent full-value awards are outstanding regardless of whether such shares or equivalent full-value awards are vested.
Initial Equity Grant. As soon as practicable after the effectiveness of the Restructuring, the Ultimate Corporate Parent shall grant the Director a stock option (the “Initial Option”) for the purchase of 1,280,572 shares of common stock of the Ultimate Corporate Parent (the “Initial Shares”) at a purchase price per share equal to the fair market value per share of common stock of the Ultimate Corporate Parent on the date of grant as determined by the Ultimate Corporate Parent Board based on the results of a Section 409A valuation. The Company hereby represents and warrants that the Initial Shares will represent a one and one half percent (1.5%) ownership interest in the Ultimate Corporate Parent as of the date of grant (based on the number of shares of common stock of the Ultimate Corporate Parent then outstanding, assuming the issuance of all shares of capital stock reserved for future issuance under any stock incentive plan of the Ultimate Corporate Parent, the exercise of all outstanding options, warrants and other rights to purchase capital stock of the Ultimate Corporate Parent and the conversion of all securities convertible, directly or indirectly, into common stock of the Ultimate Corporate Parent (the method of such calculation, a “Fully Diluted Basis”)). Subject to the acceleration provisions set forth in Sections 3.2(c) and 3.5, the Initial Option will vest, starting on the date hereof (the “Vesting Commencement Date”), at the rate of 1/48th of the Initial Shares for each consecutive month that the Director continues to provide services to the Ultimate Corporate Parent or any of its parent companies or subsidiaries, including the LLC Parent and the Company (collectively, the “Company Entities”), from and after the Vesting Commencement Date until the date that is four (4) full years after the Vesting Commencement Date, at which time, subject to the Director’s continued service, the Initial Option will be fully vested.
Initial Equity Grant. Executive shall be entitled to an initial grant of restricted stock units or restricted share awards (the “Initial Award”) in respect of such number of shares of common stock of the Company as is equal to $5.0 million divided by the average fair market value of a share of common stock of the Company over the 30-calendar day period immediately following the Distribution Date, as determined in accordance with the LTIP. The Initial Award will be granted as soon as reasonably practicable following the 30-day period immediately following the Distribution Date, but in no event later than 60 days following such period. Subject to Sections 3(c)(iii) and 5, the Initial Award shall vest as to 25% of the shares of common stock subject to the Initial Award on each of the first, second, third and fourth anniversaries of the Commencement Date, provided that Executive is employed by the Company through the applicable vesting date.
Initial Equity Grant. On the Commencement Date, the Committee shall grant to Executive $700,000 worth of phantom units (the “Initial Units”) of the Partnership pursuant to the Penn Virginia Resource GP, LLC Fifth Amended and Restated Long-Term Incentive Plan (the “PVR LTIP”). Executive agrees that this award of Initial Units shall be subject to all of the terms and conditions set forth in the PVR LTIP and the Initial Unit Award Agreement.
