Make-Whole Awards Sample Clauses

Make-Whole Awards. We understand that you hold, would receive, or in the past have received, certain compensation awards, grants and bonuses from your current employer, as well as above market interest on deferred compensation, which are subject to forfeiture or reimbursement as a result of your leaving the employment of your current employer and commencing employment with the Company within certain time frames. The Company will make you whole (the “Make Whole Provisions”) with respect to the foregoing as follows: The Company will (i) grant you awards (the “Make Whole Awards”) to offset any such forfeitures and (ii) be responsible for any reimbursement obligations (together with any net tax indemnity paid to you under paragraph 11 below, the “Reimbursements”) which are actually imposed upon you by your current employer as a direct result of your entering into an agreement to commence employment with the Company or your commencement of employment with the Company (subject, in each case, to your providing satisfactory evidence thereof and to the enforceability and finality of such forfeiture or reimbursement obligation). The Make Whole Award in respect of vested, unexercised options from your current employer shall be paid in cash within 30 days of the Commencement Date, subject to repayment as described below. All other Make Whole Awards will be subject to vesting in two equal tranches on the first and second anniversaries of the Commencement Date. In the event that the Company terminates your employment without Cause or you terminate your employment for Good Cause, unpaid Make Whole Awards will vest and be distributed to you as soon as practicable following such termination of employment (or, in the case of an award of deferred stock, will be distributed to you at the regularly scheduled distribution date(s) underlying such award) and the Company’s obligation to make Reimbursements shall continue. If you terminate your employment without Good Cause prior to the second anniversary of the Commencement Date, the Make Whole Provisions will in all events be forfeited, terminated and/or repaid. If your employment is terminated by the Company for Cause prior to the second anniversary of the Commencement Date, all Make Whole Awards will in all events be forfeited and/or repaid, the obligation to make Reimbursements shall terminate and, if such Cause involves any of clauses (b), (c), (d), (e), (f), (g) or (i) of the definition of Cause in paragraph 3 above, all previously made Reimbu...
Sample 1
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Make-Whole Awards. 6.1 Subject to clause 6.2, as a make-whole on the equity the Employee will forgo at his current employer, upon the Employee joining the Company, AMG will grant the Employee a cash award of $250,000 (which will be paid in GBP based on a spot FX rate to be determined at time of payment, less any required deductions) and a restricted stock unit award under the Company’s equity compensation program, which will have a fair value of $250,000 at the time of grant, which will fully vest upon grant. Additionally, upon joining, the Employee will be awarded a restricted stock unit award with a fair value of $1,000,000 which will vest at a rate of 25% on each of January 1, 2018, January 1, 2019, January 1, 2020 and January 1, 2021. The terms of the equity grants will be documented in award agreements consistent with our equity compensation programs and plans, including confidentiality, non-competition and non-solicitation provisions. 6.2 The Employee will only be entitled to receive vesting of the awards if the Employee is in the Company’s employment at each relevant vesting date and has not given or received notice to terminate his employment in accordance with clause 2.3 or clause 13 of this Agreement or otherwise.
Sample 1
Make-Whole Awards. In consideration of equity-based compensation foregone from the Executive’s current employer, on the fifteenth (15th) day of the month following the Effective Date, the Executive will receive a special grant (the “Sign-On Award”) with an aggregate value of $3,000,000 in the form of (a) 50% of the grant value as options to purchase shares of the Company’s common stock with an exercise price equal to the fair market value of the Company’s common stock on the date of grant, with the number of options awarded to be determined pursuant to the Company’s standard GAAP valuation methodology, and a ten (10) year term and (b) 50% of the grant value as restricted stock units, in each case, which will vest on the second anniversary of the grant date. The Sign-On Award will be subject to the terms and conditions of the Express, Inc. 2018 Incentive Compensation Plan and the award agreements governing the grant which shall be approved by the independent members of the Board or the Compensation and Governance Committee; provided that the Sign-On Award will be issued as an inducement grant under the listing rules of the New York Stock Exchange (with a registration statement filed on Form S-8). In addition, in consideration of annual cash bonus compensation foregone from the Executive’s current employer, the Executive will be entitled to a one-time cash payment of $925,000, less any bonus payment by the Executive’s current employer (“Sign-On Bonus”), to be paid on the second regular payroll date of the Company following the Effective Date; provided, that if the Executive receives a bonus payment in any amount from the Executive’s former employer following receipt by the Executive of the Sign-On Bonus from the Company, including a full or a partial bonus relating to 2019 performance, the Executive shall promptly repay an equivalent amount of the Sign-On Bonus to the Company. In the event the Executive’s employment is terminated by the Company for Cause, or by the Executive without Good Reason, within one (1) year from the Effective Date, the Executive shall be required to repay the entire Sign-On Bonus within sixty (60) days of the Termination Date.
Sample 1
Make-Whole Awards. (A) The Executive shall be granted on the Grant Date a deferred cash award in an aggregate amount of $700,000 (the “Make-Whole Cash Award”). The Make-Whole Cash Award shall vest $300,000 on the first anniversary of the Grant Date and $200,000 on each of the second and third anniversaries of the Grant Date, except as otherwise provided in the terms and conditions of the award agreement to be entered into in connection therewith and in Section 3(f)(iii). (B) The Executive shall be granted an award of restricted stock units (“RSUs”) totalling 17,971 RSUs (the “Make-Whole RSU Award”). The Make-Whole RSU Award shall be granted under and in accordance with the Stock Incentive Plan and PVH’s policies and procedures in effect with regard thereto. The Make-Whole RSU Award shall vest with respect to 9,359 RSUs on the first anniversary of the Grant Date, 5,865 RSUs on the second anniversary and 2,747 RSUs on the third anniversary, except as otherwise provided in the terms and conditions of the award agreement to be entered into in connection therewith and in Section 3(f)(iii).
Sample 1
Make-Whole Awards. In order to keep the Executive whole in respect of compensation she is forfeiting at her prior employer, the Company shall, as of the Effective Date, grant the Executive:
Sample 1
Make-Whole Awards. The Executive will be granted on the date of this Agreement two full value equity awards with an aggregate grant date value of $3 million (the “Make-Whole Awards”) which are together intended to make the Executive whole for the loss of his supplemental executive retirement plan benefits with his former employer. The Make-Whole Awards will have the terms and conditions set forth in this Agreement and such other terms and conditions as are set forth in the award agreements attached hereto. For purposes of this Agreement, the “Make-Whole Vesting Period” means each of the three periods commencing on the Start Date and ending on the fifth anniversary of the Start Date, the sixth anniversary of the Start Date and the seventh anniversary of the Start Date, respectively.
Sample 1
Make-Whole Awards. (A) The Executive shall be granted on the first business day of the month following the commencement of his employment with the Company a deferred cash award in an aggregate amount of $200,000 (the “Make-Whole Cash Award”). The Make-Whole Cash Award shall vest on December 31, 2023, and shall be paid to the Executive as soon as practicable (but in no event later than 30 days) thereafter, subject to Section 3(f)(iii). Notwithstanding the foregoing, if the Executive voluntarily terminates his employment without Good Reason (as defined in Section 3(f)(i)(B)) on or prior to December 31, 2024, the Executive shall be required to repay to PVH the full amount of the Make-Whole Cash Award. (B) The Executive shall be granted a one-time award of RSUs equal to the sum of (1) 532 RSUs plus (2) the number of RSUs with a grant date value of approximately $750,000 (such total grant being referred to as the “Make-Whole RSU Award”) to replace equity and long-term cash incentive awards forfeited as a result of the Executive’s termination of employment with his prior employer to become employed by the Company. The Make-Whole RSU Award shall be granted under and in accordance with the Stock Incentive Plan and PVH’s policies and procedures in effect with regard thereto. The Make-Whole RSU Award shall vest at a rate of 50% on each of the first two anniversaries of the grant date, subject to the terms and conditions of the award agreement to be entered into in connection therewith and Section 3(f)(iii). The Make-Whole RSU Award shall be granted to the Executive on the first business day of the month following the Executive’s start date.
Sample 1
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Related to Make-Whole Awards

  • Equity-Based Awards (a) Except as set forth in Section 2.04(a) of the Company Disclosure Letter, the terms of each outstanding option to purchase shares of Company Stock under any equity compensation plan of the Company (a “Company Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be converted into an option (each, an “Adjusted Option”) to acquire, on the same terms and conditions as were applicable under such Company Stock Option immediately prior to the Effective Time, the number of shares of Parent Stock equal to the product of (i) the number of shares of Company Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Per Share Consideration, with any fractional shares rounded down to the next lower whole number of shares. The exercise price per share of Parent Stock subject to any such Adjusted Option will be an amount (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of Company Stock subject to such Company Stock Option immediately prior to the Effective Time divided by (B) the Per Share Consideration, with any fractional cents rounded up to the next higher number of whole cents. Notwithstanding the foregoing, if the conversion of a Company Stock Option in accordance with the preceding provisions of this Section 2.04(a) would cause the related Adjusted Option to be treated as the grant of new stock right for purposes of Section 409A of the Code, such Company Stock Option shall not be converted in accordance with the preceding provisions but shall instead be converted in a manner that would not cause the related Adjusted Option to be treated as the grant of new stock right for purposes of Section 409A. Except as set forth in Section 2.04(a) of the Company Disclosure Letter, no Company Stock Option shall be subject to accelerated vesting upon or in connection with the transactions contemplated herein. (b) Each restricted stock award or performance share award outstanding immediately prior to the Effective Time under any equity compensation plan of the Company (each, a “Company Stock Award”) shall be adjusted as necessary to provide that, at the Effective Time, such Company Stock Award shall be converted into a restricted stock award or performance share award, as applicable, relating to the number of shares of Parent Stock equal to the product of (i) the number of shares of Company Stock relating to such Company Stock Award immediately prior to the Effective Time multiplied by (ii) the Per Share Consideration, with any fractional shares rounded down to the next lower whole number of shares. Except as set forth in Section 2.04(b) of the Company Disclosure Letter, each converted Company Stock Award shall be subject to the same terms, conditions and restrictions as were applicable under such Company Stock Award immediately prior to the Effective Time. Notwithstanding the foregoing, any Company Stock Award vesting condition contingent on the achievement of specified Company stock targets (“Stock Vesting Targets”) shall be adjusted so that each Stock Vesting Target is equal to the quotient of: (A) the Stock Vesting Target divided by (B) the Per Share Consideration, with any fractional cents rounded up to the next higher number of whole cents. Except as set forth in Section 2.04(b) of the Company Disclosure Letter, no Company Stock Award shall be subject to accelerated vesting upon or in connection with the transactions contemplated herein. (c) Parent shall take such actions as are necessary for the assumption of the Company Stock Options pursuant to this Section 2.04, including the reservation, issuance and listing of Parent Stock as is necessary to effectuate the transactions contemplated by this Section 2.04. Parent shall prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the 1933 Act, with respect to the shares of Parent Stock subject to the Company Stock Options and, where applicable, shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Effective Time and to maintain the effectiveness of such registration statement covering such Company Stock Options (and to maintain the current status of the prospectus contained therein) for so long as any such Company Stock Options remain outstanding. With respect to those individuals, if any, who, subsequent to the Effective Time, will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, Parent shall administer any equity compensation plan of the Company assumed pursuant to this Section 2.04 in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent such equity compensation plan of the Company complied with such rule prior to the Merger. (d) Prior to the Effective Time, the Company shall, with respect to stock option or compensation plans or arrangements, use its reasonable efforts to give effect to the transactions contemplated by this Section 2.04.

  • Annual Incentive Awards The Executive shall participate in the Company's annual incentive compensation plan with a target annual incentive award opportunity of no less than 40% of Base Salary and a maximum annual incentive award opportunity of 80% of Base Salary. Payment of annual incentive awards shall be made at the same time that other senior-level executives receive their incentive awards.

  • Equity Incentive Awards The Executive shall be eligible to receive grants of equity-based long-term incentive awards, which may include options to purchase Company stock, performance or restricted stock units and Company restricted stock contributions to Company’s deferred compensation plan, or other equity-based awards. Such awards shall be determined in the discretion of the Board and the Executive shall be eligible for consideration for such awards in the same manner as other senior executive officers of the Company. In the event of a Change of Control in which the surviving or acquiring corporation does not assume the Executive’s outstanding equity-related awards (including options and equity-based awards granted both before and after the Effective Date) or substitute similar equity-related awards of substantially equivalent value, such equity-related awards shall immediately vest and become exercisable if the Executive’s service with the Company has not terminated before the effective date of the Change of Control; provided, however, that the foregoing provision shall only apply if the Company is not the surviving corporation or if shares of the Company’s common stock are converted into or exchanged for other securities or cash.

  • Performance Awards With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals have been attained will be determined by the Board.

  • Dividend Equivalents Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

  • Other Awards The grant of an Award shall not confer upon the Holder the right to receive any future or other Awards under the Plan, whether or not Awards may be granted to similarly situated Holders, or the right to receive future Awards upon the same terms or conditions as previously granted.

  • Stock-Based Awards The vesting of any stock-based compensation awards which constitute Section 409A Deferred Compensation and are held by the Executive, if the Executive is a Specified Employee, shall be accelerated in accordance with this Agreement to the extent applicable; provided, however, that the payment in settlement of any such awards shall occur on the Delayed Payment Date. Any stock based compensation which vests and becomes payable upon a Change in Control in accordance with Section 8(e)(i) shall not be subject to this Section 22(d).

  • Dividend Equivalent Payments Until your RSUs convert to Shares, if MSCI pays a dividend on Shares, you will be entitled to a dividend equivalent payment in the same amount as the dividend you would have received if you held Shares for your vested and unvested RSUs immediately prior to the record date. No dividend equivalents will be paid to you with respect to any canceled or forfeited RSUs. MSCI will decide on the form of payment and may pay dividend equivalents in Shares, in cash or in a combination thereof, unless otherwise provided in Exhibit C. MSCI will pay the dividend equivalent when it pays the corresponding dividend on its common stock or on the next regularly scheduled payroll date. The gross amount of any dividend equivalents paid to you with respect to RSUs that do not vest and convert to Shares shall be subject to potential recoupment or payback (such recoupment or payback of dividend equivalents, the “Clawback”) following the cancellation or forfeiture of the underlying RSUs. You consent to the Company’s implementation and enforcement of the Clawback and expressly agree that MSCI may take such actions as are necessary to effectuate the Clawback consistent with applicable law. If, within a reasonable period, you do not tender repayment of the dividend equivalents in response to demand for repayment, MSCI may seek a court order against you or take any other actions as are necessary to effectuate the Clawback.

  • Dividend Equivalent Rights In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

  • Equity Awards You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

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