Make-Whole RSUs Sample Clauses

Make-Whole RSUs. “Make-Whole RSUs” has the meaning set forth in the Offer Letter.
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Make-Whole RSUs. In order to compensate you for any equity that you forfeited when you ceased employment with your former employer, you shall receive, upon a Transaction described in clause (i) or (ii) of the definition thereof, a grant of PublicCo restricted stock units with a value, as determined in accordance with Section 3.3.3, equal to $1,000,000 (the “Make-Whole RSUs”), which shall vest 50% on each of the first and second anniversaries of the date of grant; provided, however, that except as otherwise set forth in this Agreement, you must be employed by PublicCo or one of its affiliates on the date the Make-Whole RSUs are granted in order to be entitled to such grant. If, following a Transaction described in clause (i) or (ii) of the definition thereof, the Company experiences a change in control, as defined by the Company’s Board of Directors in a manner consistent with the definition established for other senior executives of the Company, subject to Section 11.18, the Make-Whole RSUs shall vest in full upon the earliest of (a) the expiration of the one-year period immediately following such change in control, provided that you remain employed by the Company or one of its affiliates through such date, (b) the original vesting date with respect to each portion of such Make-Whole RSUs and (c) termination of your employment as a result of a termination without cause (other than due to disability or death), and shares of common stock underlying the Make-Whole RSUs shall be issued to you as soon as practicable but in no event later than 30 days following the date on which the Make-Whole RSUs vest pursuant to this sentence. Furthermore, in the event that a Transaction described in clause (iii) of the definition thereof is consummated prior to the consummation of a Transaction described in clause (i) or (ii) of the definition thereof, you shall receive a lump-sum cash payment equal to $1,000,000 upon the consummation of such Transaction, which shall be in lieu of the grant of Make-Whole RSUs.
Sample 1
Make-Whole RSUs. In consideration of Executive’s entry into this Agreement and as an inducement to join the Company, as well as in consideration of certain foregone compensation from his prior employer, on or as soon as practicable following the Effective Date, the Company will grant Executive an award of restricted stock units under the Xxxxxxx International, Inc. Stock Option and Incentive Plan (the “SOIP”) (the “Make Whole RSUs”). The Make Whole RSUs will have a grant date value of $1,500,000 and shall vest in full on the third anniversary of the date of grant. The Make Whole RSUs will be granted subject to the terms and conditions of the SOIP and an individual award document to be provided to Executive.
Sample 1
Make-Whole RSUs. In accordance with Section 3.5 of the Prior Agreements, on January 2, 2008, you were awarded 31,682 restricted stock units (the “Make Whole RSUs,” reflecting the adjustments made to outstanding RSUs in connection with the separations of Time Warner Cable Inc. and AOL Inc. in 2009 and the 1 for 3 reverse stock split that that became effective March 27, 2009. The Make Whole RSUs are reflected in a restricted stock units agreement that provides that the Make Whole RSUs will have accelerated vesting on a pro rated basis on the Severance Term Date in the event of a termination of employment pursuant to Section 4.2.
Sample 1

Related to Make-Whole RSUs

  • Make-Whole Amount The term “

  • Make-Whole Payments A Make-Whole Payment will be due in connection with the Optional Redemption of the Notes on any date on or after the Earliest Redemption Date but prior to the First Par Redemption Date, as described in Section 8.2, solely to the extent funds are available therefor. Any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the earlier of the Redemption Date or the applicable Final Maturity Date. In addition, any Make-Whole Payments on a Class of Notes not previously paid will be due and payable on the date the Notes are declared to be, or have automatically become, immediately due and payable according to Section 5.2(a). For the avoidance of doubt, no Make-Whole Payment will be payable in connection with an Optional Redemption of the Notes on or after the First Par Redemption Date.

  • Unvested Common Shares Issued in Settlement of Performance Share Awards If the Executive terminates employment pursuant to Sections 6(b), 6(d) or 6(e)(i) after the Performance Share Vesting Date, the vesting of all Unvested Common Shares (as defined in the Performance Share Agreement) issued in settlement of the Performance Share Award shall be accelerated in full effective as of the date of such termination.

  • Rights as Shareholder; Dividend Equivalents 5.1 The Grantee shall not have any rights of a shareholder with respect to the shares of Common Stock underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such shares of Common Stock.

  • Stock Vesting Unless otherwise approved by the Board of Directors, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the company, and (b) seventy-five percent (75%) of such stock shall vest over the remaining three (3) years. With respect to any shares of stock purchased by any such person, the Company’s repurchase option shall provide that upon such person’s termination of employment or service with the Company, with or without cause, the Company or its assignee shall have the option to purchase at cost any unvested shares of stock held by such person.

  • Accelerated Vesting Notwithstanding the terms of any Award Agreement heretofore or hereafter granted to the Executive, in the event of a Change of Control, all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes shall become fully vested on the date of the Change of Control. The Executive shall have the right to exercise any such Options in a manner provided for in the applicable Award Agreement. In the event of any conflict between the terms of this Section 9(a) and the terms of any Award Agreement granted to the Executive, the terms of this Section 9(a) shall control and govern.

  • CASH SETTLEMENT OPTION The undersigned Existing Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and having 100% of the outstanding principal amount of the Original Initial Term Loans held by such Existing Term Lender repaid on the Fourth Amendment Effective Date and to purchase by assignment Tranche B Term Loans in a like principal amount. By choosing this option, each undersigned Existing Term Lender hereby acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to allocate Tranche B Term Loans to such Existing Term Lender or to allocate less than 100% of the principal amount of such Existing Term Lender’s Original Initial Term Loans in Tranche B Term Loans. Anchorage Capital CLO 9, Ltd. By: Anchorage Capital Group, L.L.C., its Collateral Manager By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: Name of Fund Manager (if any): Anchorage Capital Group, L.L.C. Exhibit A [Form of Lender Signature Page to Amendment] The undersigned, a Lender holding Original Initial Term Loans (“you”), hereby consents to the Fourth Amendment to that certain First Lien Credit Agreement, dated as of August 20, 2015 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, including by an Increase Supplement dated as of November 30, 2015, by the First Amendment to First Lien Credit Agreement dated as of November 30, 2015, by an Increase Supplement dated as of October 5, 2016, by the Second Amendment to First Lien Credit Agreement dated as of October 5, 2016, by an Increase Supplement dated as of January, 31, 2017 and by the Third Amendment to First Lien Credit Agreement dated as of January, 31, 2017, the “Existing First Lien Credit Agreement”), among LBM BORROWER, LLC, a Delaware limited liability company (the “Borrower”), LBM MIDCO, LLC, a Delaware limited liability company (“Holding”), the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”) and the Lenders party thereto, which is proposed to be dated on or around August, 14 2017 and to be entered into among the Borrower, Holding, the several banks and financial institutions parties thereto as Lenders and the Administrative Agent (the “Amendment”) and to the attachment of this Existing Term Lender Signature Page to the Amendment. Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Amendment or the Existing First Lien Credit Agreement, as applicable. If you are an Existing Term Lender, you, if and only if you indicate below, hereby irrevocably and unconditionally approve of, and consent to, the Amendment, and to the attachment of this Lender Signature Page to the Amendment, and hereby agree that all parties to the Amendment are express third party beneficiaries of this Existing Term Lender Signature Page to the Amendment and hereby further agree as follows: [Check ONLY ONE of the two boxes below] x CASHLESS ROLLOVER OPTION Each undersigned Existing Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and the exchange (on a cashless basis) of 100% of the outstanding principal amount of the Original Initial Term Loans held by such Existing Term Lender for a Tranche B Term Loan in a like principal amount. By choosing this option, each undersigned Existing Term Lender hereby (i) acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to exchange any amount of such Existing Term Lender’s Original Initial Term Loans for Tranche B Term Loans or to exchange (on a cashless basis) less than 100% of the principal amount of such Existing Term Lender’s Original Initial Term Loans for Tranche B Term Loans, in which case the difference between the current principal amount of such Existing Term Lender’s Original Initial Term Loans and the allocated principal amount of Tranche B Term Loans will be prepaid on, and subject to the occurrence of, the Fourth Amendment Effective Date and (ii) agrees to the terms of the “Cashless Roll Letter” posted on or around the date hereof to each Existing Term Lender and shall be a party to such “Cashless Roll Letter”, and be bound thereby, for all purposes hereof and thereof.

  • Whole Shares You may exercise your option only for whole shares of Common Stock.

  • RSUs The Continuing Stock Units shall continue to vest in accordance with the terms of the Original RSU Award Documents, on the same basis as such stock units would have become vested if Executive had remained employed under this Agreement through the Scheduled Expiration Date. Except as otherwise expressly provided herein, all such Continuing Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents:

  • Vesting; Settlement The RSUs shall become vested in accordance with the schedule set forth on the Award Notice. The Company shall deliver to the Participant one share of Common Stock for each RSU (as adjusted under the Plan) which becomes vested in a given calendar year, pursuant to Section 12, below, and such vested RSU shall be cancelled upon such delivery.

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