Long-Term Incentive Compensation Awards. Executive shall be eligible to receive awards under the Xxxxxxx Midstream Partners LP Long-Term Incentive Plan or any successor thereto (the “Plan”) and to participate in any long-term incentive programs available generally to the Company’s executive officers in the future, both as determined in the sole discretion of the Board, or, if applicable, a committee thereof.
Long-Term Incentive Compensation Awards.
i. The Board has approved a grant to Executive of restricted units in respect of 5,755,056 Common Units pursuant to the Company’s 2021 Equity Inducement Award Program, such grant to be made and effective on the Effective Date (the “Inducement Award”). Subject to Executive’s continued employment (unless otherwise provided for therein), the Inducement Award shall vest and become nonforfeitable if and to the extent the performance goals specified therein are attained. All other terms and conditions of the Inducement Award shall be governed by the Award Agreement that evidences the Inducement Award and the “Inducement Plan” (that is incorporated by reference in such Award Agreement) unless otherwise provided for thereunder.
ii. Executive shall be eligible to receive awards under the Xxxxxxx Production Partners LP Long-Term Incentive Plan or any successor thereto (the “Plan”) and to participate in any long-term incentive programs available generally to the Company’s executive officers in the future, both as determined in the sole discretion of the Board, or, if applicable, a committee thereof.
Long-Term Incentive Compensation Awards. Executive shall be eligible to participate in the Company’s 2014 Long-Term Incentive Plan (“2014 LTIP”) and other long-term incentive compensation programs the Company may establish. Executive shall be eligible to receive annual awards or grants having a value of up to one hundred seventy-five percent (175%) of Executive’s Base Salary (subject to increase or decrease by the Committee). The amount, form of award or grant, vesting and other terms and conditions of the award or grant shall be determined by the Committee, in its sole discretion.
Long-Term Incentive Compensation Awards. (A) As a condition of the willingness of the Company to enter into this Agreement, the Executive hereby agrees to waive all rights to accelerated vesting of (v) stock options, (w) stock appreciation rights, (x) restricted stock units (whether subject to performance-based vesting criteria (“Performance-Based RSUs”) or time-based vesting criteria), (y) restricted shares and (z) long-term cash incentive awards (“Cash Incentive Awards”) held by the Executive as of the date hereof that would otherwise occur solely as a result of the occurrence of the Effective Time pursuant to any applicable Long-Term Incentive Plan. Accordingly, for good and valuable consideration, the receipt and sufficiency of which the Executive hereby acknowledges, the Executive hereby agrees that notwithstanding any provision to the contrary in any Long-Term Incentive Plan, upon the Effective Time, no stock options, stock appreciation rights, restricted stock units, restricted shares or Cash Incentive Awards that are held by the Executive as of the date hereof and that are unvested as of the Effective Time shall vest solely as a result of the occurrence of the Effective Time. Upon the occurrence of the Effective Time, all outstanding Performance-Based RSUs and Cash Incentive Awards that were held by the Executive as of the date hereof shall no longer be subject to performance goals, and with respect to the Cash Incentive Awards, performance for all years during the performance period shall be deemed to have been achieved at target. Each restricted stock unit and restricted share held by the Executive as of the date hereof that is outstanding immediately prior to the Effective Time shall be converted into a fixed amount in cash upon the Effective Time equal to the product of (1) the number of shares of UAL common stock subject to such restricted stock unit or restricted share, as applicable, immediately prior to the Effective Time and (2) the average of the closing sales price of UAL’s common stock on the Nasdaq Global Select Market (or any other stock exchange or automated quotation system on which UAL’s common stock is then listed or quoted) over the 20 most recent consecutive trading days ending on the last trading day preceding the Effective Time. Such awards shall remain subject to their regular vesting schedule(s) and, in order for such awards to become vested, the Executive shall be required to remain employed with the Company until the time such awards otherwise would have vested p...
Long-Term Incentive Compensation Awards. Section 12.01. SpinCo Long-Term Incentive Plan. Prior to the Distribution, Honeywell shall cause SpinCo to adopt a long-term incentive plan or program, to be effective immediately prior to the Distribution (the “SpinCo Long-Term Incentive Plan”) and Honeywell shall approve the SpinCo Long-Term Incentive Plan as the sole stockholder of SpinCo.
Long-Term Incentive Compensation Awards. On an annual basis, Executive will be eligible to receive one or more awards (the “LTI Awards”) granted under the 2005 Executive Incentive Compensation Plan Fourth Amendment and Restatement Effective April 27, 2015, as the same may be amended from time to time (or any successor plan thereto) (the “Incentive Plan”). Such annual LTI Awards shall have an aggregate targeted value equal to not less than 100% of Executive’s then current Base Salary, may be cash-based or stock-based, may be time-vesting or performance-vesting, and shall be subject to Board adjustment and approval.
Long-Term Incentive Compensation Awards. On an annual basis, Executive will be eligible to receive one or more awards (the “LTI Awards”) granted under the Incentive Plan. Such annual LTI Awards shall have an aggregate targeted value equal to not less than 75% of Executive’s then current Base Salary, may be cash-based or stock-based, may be time-vesting or performance-vesting, and shall be subject to Compensation Committee adjustment and approval.
Long-Term Incentive Compensation Awards. Section 12.01. SpinCo Long-Term Incentive Plan 16 Section 12.02. Equity Award Adjustments 16 Section 12.03. Treatment of Incentive Awards Upon Distribution 16 Section 12.04. Cooperation 17 Section 12.05. Treatment of Reimbursements 18 Section 12.06. Treatment of UK Share Plan 18
Long-Term Incentive Compensation Awards. Notwithstanding any provision to the contrary in any of the Company’s or any of its Affiliate’s equity-based, equity-related or other long-term incentive compensation plans, practices, policies and programs or any award agreements thereunder, upon the Release Effective Date, (A) all outstanding stock options, stock appreciation rights and similar rights and awards then held by the Executive that are unexercisable or otherwise unvested shall automatically become fully vested and immediately exercisable, as the case may be, and all stock options and stock appreciation rights then held by the Executive (whether vested or unvested as of immediately prior to the Release Effective Date) shall remain exercisable until the earlier of the end of the maximum period of time permissible without the imposition of the Section 409A Tax and their originally scheduled expiration dates, (B) all outstanding equity-based, equity-related and other long-term incentive awards then held by the Executive that are subject to performance-based vesting criteria shall automatically become fully vested and earned at a deemed performance level equal to the maximum performance level with respect to such awards and (C) all other outstanding equity-based, equity-related and long-term incentive awards, to the extent not covered by the foregoing clause (A) or (B), then held by the Executive that are unvested or subject to restrictions or forfeiture shall automatically become fully vested and all restrictions and forfeiture provisions related thereto shall lapse.
Long-Term Incentive Compensation Awards. Long-term incentive compensation awards may be made directly from Xxxxxxx Energy to Executive from time to time during the Term, as determined by the Xxxxxxx Board in its sole discretion, whose decision will be based upon performance and award guidelines for executive officers of Xxxxxxx Energy established periodically by the Xxxxxxx Board, in its sole discretion.
