Long-Term Equity Incentives. In connection with the Company’s long term incentive plan as established by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) on a rolling three year basis:
Long-Term Equity Incentives. Commencing on January 1, 2014 and on each January 1 thereafter during the Term, VPG shall grant Executive an annual equity award under VPG’s 2010 Stock Incentive Program (or any successor plan or arrangement thereof) having a value approximately equal to 150% of Executive’s Base Salary on such date (the “Annual Equity Grant”). Twenty-five percent (25%) of each Annual Equity Grant shall be in the form of time-vested restricted stock units (“RSUs”), and seventy-five percent (75%) shall be in the form of performance-based restricted stock units (“PBRSUs”). The number of shares of Common Stock subject to such RSUs and PBRSUs shall be determined by dividing the applicable amount of the Annual Equity Grant by the average closing price of Common Stock on the New York Stock Exchange for the five (5) consecutive trading days immediately preceding each January 1. Subject to Executive’s continued employment with the Company, the RSUs and PBRSUs shall vest on January 1 of the third year following their grant, provided that, in the case of the PBRSUs, such PBRSUs shall vest only to the extent the performance criteria applicable to the PBRSUs are realized, with such performance criteria and extent of vesting established by the Compensation Committee, it being agreed that the impact of acquisitions by the Company shall be included in calculating the achievement of the applicable performance criteria. In the event of the termination of Executive’s employment with the Company by the Company without Cause, by Executive for Good Reason, or as a result of Executive’s death or Disability, the outstanding RSUs granted pursuant to this Section 4.4 shall immediately vest and the outstanding PBRSUs granted pursuant to this Section 4.4 shall vest on their normal vesting date to the extent the applicable performance criteria are realized. In the event of a Change in Control, all of such outstanding RSUs and PBRSUs shall immediately vest.”
7. Section 6.2(a)(iv) of the Employment Agreement is hereby amended in its entirety to read as follows:
Long-Term Equity Incentives. During the Term, Executive shall be eligible for stock-based awards under the Company’s long-term incentive plan, as determined by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) in its sole
Long-Term Equity Incentives. Prior to our IPO, we maintained an equity incentive plan, the 2012 Stock Option Plan of TCS Holdings, Inc. (the ‘‘2012 Stock Option Plan’’), pursuant to which, on June 20, 2012, we granted stock options to Xx. Xxxxx, as shown in the Fiscal 2013 Outstanding equity-based at fiscal-year end table. Like the stock options granted under the 2012 Stock Option Plan to our other employees, such stock options were originally scheduled to vest in equal installments over five years from the date of grant, but the vesting of all the stock options granted under the 2012 Stock Option Plan was fully accelerated as of the consummation of our IPO. Neither of the other named executive officers was granted stock options under the 2012 Stock Option Plan in light of their pre-existing ownership of our common and preferred stock. No further stock options will be granted under the 2012 Stock Option Plan following our IPO. Upon our IPO, we adopted, and our shareholders approved, our 2013 Incentive Award Plan, which permits the granting of stock based compensation awards and cash based performance bonus awards. The principal purpose of the 2013 Equity Plan is to attract, retain and motivate selected employees, consultants and directors through the granting of stock-based compensation awards and cash-based performance bonus awards. The 2013 Equity Plan is also designed to permit us to make equity-based awards and cash-based awards intended to qualify as ‘‘performance- based compensation’’ under Section 162(m) of the Internal Revenue Code of 1986, as amended (the ‘‘Code’’). The 2013 Equity Plan provides for the grant of, among other awards, stock options, stock appreciation rights, or SARs (as defined below), restricted stock awards, restricted stock unit awards, deferred stock awards, deferred stock unit awards, dividend equivalent awards, stock payment awards, performance awards and other stock based awards. In connection with our IPO, we granted stock options to certain of our employees, including the stock options granted to the named executive officers shown in the Fiscal 2013 Outstanding Equity Awards at Fiscal Year-End table below. Xx. Xxxxxxx received an option to purchase 85,000 shares; Xx. Xxxxxxx received an option to purchase 104,553 shares; and Xx. Xxxxx received an option to purchase 522,934 shares. All such stock options were immediately vested and exercisable as of the consummation of our IPO.
Long-Term Equity Incentives. (i) During the first quarter of 2016, the Company will grant Executive restricted stock or RSUs having a grant fair market value of $250,000 that will vest in equal annual installments on the first three anniversaries of the grant date, subject to Executive’s continuing employment (except as otherwise provided in Sections 5(a), 5(b) or 5(e)) and the terms and conditions of the Equity Compensation Plan and the applicable award agreement.
(ii) During the Term of Employment, commencing in the first quarter of 2016, the Company will annually grant Executive restricted stock or RSUs having a grant fair market value of $500,000 that will vest in equal annual installments on the first three anniversaries of the grant date, subject to Executive’s continuing employment (except as otherwise provided in Sections 5(a), 5(b) or 5(e)) and the terms and conditions of the Equity Compensation Plan and the applicable award agreement (each, an “Annual Equity Award”).
Long-Term Equity Incentives. The Agreements would provide for a specified annual equity incentive grant as a percentage of annual salary.
Long-Term Equity Incentives. Subject to the approval of the Compensation Committee, the Executive will be eligible to receive equity incentive awards pursuant to the terms and conditions of any equity incentive plan maintained by the Parent and any award agreement.
Long-Term Equity Incentives. On the Effective Date, Employee shall receive an award of nonqualified stock options to purchase THIRTEEN MILLION (13,000,000) shares of the Company’s common stock, exercisable at a price equal to the sixty (60) day trailing quoted price of the common stock of the Company in the over-the-counter markets (OTC market). Vesting of these options shall be as follows: 3,000,000 shares to vest immediately upon grant of the option award; and 1,250,000 shares to vest on each 6 month anniversary of the Effective Date Any options described in this Agreement or as later offered to Employee shall be granted pursuant to and treated subject to the terms of that certain ZIVO Bioscience 2019 Omnibus Long-Term Incentive Plan (the “Plan”), or a successor plan thereto.
Long-Term Equity Incentives. Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock, performance-based equity grants and/or options to purchase shares of common stock of CBSI. Such review shall be conducted pursuant to the terms of the Community Bank System, Inc. 2022 Long-Term Incentive Plan, a successor plan, or otherwise, as the Compensation Committee shall determine in its sole discretion. Reviews shall be conducted no less frequently than annually.
Long-Term Equity Incentives. Executive will be eligible for equity incentive grants as determined by the Board in its sole discretion from time to time. Notwithstanding the foregoing, on or as soon as reasonably practicable following the Effective Date, Executive will receive (a) an option to purchase up to 60,900 shares of the Company’s common stock, at an exercise price per share equal to fair market value on the date of grant (the “Promotion Option”), and (b) 10,200 restricted stock units (the “Promotion RSUs”), in each case, subject to the terms and conditions of the Gain Therapeutics Inc. 2022 Equity Incentive Plan (the “2022 Plan”) and the applicable award agreements thereunder. Subject in each case to Executive’s Continuous Service (as defined in the 2022 Plan) through each applicable vesting date, (i) the Promotion Option will vest and become exercisable 25% on the first anniversary of the Effective Date, with the remaining balance vesting and becoming exercisable in substantially equal monthly installments over the three (3) years thereafter on the same day of the month as the Effective Date, and (ii) the Promotion RSUs will vest 25% on the first anniversary of the Effective Date, with the remaining balance vesting in substantially equal quarterly installments every three (3) months over the three (3) years thereafter on the same day of the month as the Effective Date.
