New Equity Awards Sample Clauses

New Equity Awards. The Employee shall be eligible to participate in any long-term incentive award program of the Company, including, but not limited to, the Company's 1998 Equity Incentive Plan, as amended from time to time, and any successor thereto. In addition, the Employee shall have an annual performance target equity opportunity to be awarded an option to purchase 30,000 shares of the Company's stock (with such award vesting ratably over the 48 months following the date of grant). The actual number of shares to be awarded under such target equity opportunity shall be subject to annual approval by the Company's Board of Directors and conditioned upon the achievement of annual performance targets established by the Board.

New Equity Awards. Notwithstanding anything in this Agreement to the contrary, Executive shall not be entitled to receive any new equity incentive awards following his delivery of notice to the Company that he is resigning for Good Reason or that he is resigning without Good Reason.

New Equity Awards. During her continued employment Consultant will be eligible to receive prorated annual equity awards at the end of 2021 (e.g., one-eighth in the case of awards with four-year vesting and a six-month prorated amount (1/4 x 1/2)) of each annual equity award that she would otherwise be eligible to receive, and that such prorated awards shall each vest (i) in the case of stock options, in equal amounts over the six months following the date of the award and (ii), in the case of any award normally subject to annual vesting, on the same day of the month in May 2022 as the day of the month that the award is granted in 2021. ▇▇▇▇, N. & Enanta Consulting Agreement 2

New Equity Awards. (A) PubCo shall grant the Executive a nonqualified option to purchase an aggregate of 320,840 shares of PubCo common stock (the “New Option”). The New Option shall have an exercise price per share equal to the Fair Market Value on the applicable grant date and shall have an outside expiration date of ten years from the grant date. In addition, PubCo shall grant the Executive a restricted stock unit award covering 320,840 shares of PubCo common stock (the “New RSU Award”). Each of the New Option and the New RSU Award shall be granted on the Amended Effective Date. (B) Subject to the Executive’s continued service with the Company through the applicable vesting date, (i) the New Option shall vest and become exercisable in 24 substantially equal installments on each of the 24 monthly anniversaries of the Amended Effective Date and (ii) the New RSU Award shall vest in eight substantially equal installments on each of the eight quarterly anniversaries of the Amended Effective Date. (C) The terms and conditions of the New Option and the New RSU Award shall be set forth in separate award agreements in forms prescribed by PubCo, to be entered into by PubCo and the Executive (the “New Award Agreements”, and, together with the Initial Award Agreements, the “Award Agreements”). Except as otherwise specifically provided in this Agreement, the New Option and the New RSU Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable New Award Agreement.

New Equity Awards. Prior to the Effective Time, the Company shall grant Company RSUs to certain of the Continuing Employees, in such amounts, and with such terms (including no acceleration in connection with the Merger or any subsequent event, such as termination of employment) as specified by Parent, which grants shall only be effective immediately prior to the Effective Time. Such Company RSUs shall be assumed and converted in accordance with Section 2.8(d).

New Equity Awards. Subject to the approval of the Board or a committee thereof, the Executive will be granted new hire equity awards in the form of a non-qualified stock option to purchase 1,650,000 shares of common stock of the Company (the “Option”) at an exercise price equal to the fair market value of common stock on the date of grant and 350,000 restricted stock units (“RSUs”). The Option will vest over four years, with 25% of the shares underlying the Option vesting on the first anniversary of January 8, 2026 and the remainder vesting in 36 equal monthly installments following the one-year anniversary of the January 8, 2026, subject to the Executive’s continued employment with the Company on each such vesting date. The RSUs will vest in approximately equal annual installments over three years (in accordance with the Company’s standard RSU vesting schedule at the date of grant), subject to the Executive’s continued employment with the Company on each vesting date. The Option and the RSUs will be subject to the terms of and contingent upon the Executive’s execution of equity award agreements issued pursuant to the Company’s equity incentive plan and the applicable equity incentive plan (collectively, the “Equity Documents”). In the event of any inconsistency between this paragraph and the Equity Documents, the Equity Documents shall govern.

New Equity Awards. On the Effective Date, the Company will grant you 125,000 shares of restricted Company common stock which will vest on December 31, 2010. At your election, required tax withholding resulting from the vesting of the restricted stock will be satisfied by withholding shares of WellCare common stock. On the Effective Date, the Company will amend and restate your current option grant to you for the purchase of 300,000 shares of WellCare common stock, with an exercise price per share equal to the closing price per share of Company common stock on the Effective Date. The options will vest and become exercisable with respect to fifty percent (50%) of the shares covered by the options on April 1, 2010 and on December 31, 2010. The options will remain exercisable until December 31, 2015 so long as you do not terminate your employment with the Company prior to the end of the Term without Good Reason (as defined in Annex A hereto) and you are not terminated by the Company for Cause (as defined in Annex A hereto). If you terminate your employment with the Company prior to the end of the Term without Good Reason, any unvested restricted stock and unvested options will be forfeited and vested options will remain exercisable for 90 days after such termination of employment. In the event you are terminated by the Company for Cause, all unvested restricted stock will be forfeited and all options, whether vested or unvested, will be forfeited. The options and restricted stock will be granted under the Company's 2004 Equity Incentive Plan (the "Company Stock Plan"), and the Company shall use its best efforts to cause shares of Company common stock received on exercise of options to be registered on Form S-8 filed with the Securities and Exchange Commission. In the event that WellCare enters into a transaction that could affect the term of the options, it will use its reasonable best efforts to have them assumed so that they will remain outstanding for their full term through December 31, 2015. ▇▇. ▇▇▇▇▇▇▇ ▇. Berg August 10, 2009 Page 3 of 11

New Equity Awards. Subject to the approval of the Board, the Company will have granted to Executive equity awards as detailed below (the “Awards”) prior to the Effective Date. the Awards granted to Executive will be governed by the terms and conditions of the applicable grant agreement under the Company’s 2020 Incentive Award Plan (the “Plan”). Executive’s Awards will have an aggregate target value of $5,000,000 (the “Total Stock Value”). One-third (1/3rd) of the Total Stock Value of the Awards (rounded to the nearest share) will be in the form of restricted stock units and subject to a service-based condition (“RSUs”), one-third (1/3rd) of the Total Stock Value of the Awards (rounded to the nearest share) will be in the form of an option to purchase Company common stock and subject to a service-based condition (the “Option”) and the remaining portion of the Awards will be performance stock units and subject to a performance-based condition (“PSUs”). The number of shares of units subject to the Awards will be determined using Company practice as determined by the Board (currently this includes, RSUs and PSUs granted to Executive equal to approximately the applicable portion of the Total Stock Value divided by the 30-day average closing price of the Company’s common stock; and the number of shares subject to the Option based on the grant date fair value which shall be equal to approximately the applicable portion of the Total Stock Value). No portion of any of the Awards is eligible to vest or be settled prior to the occurrence of the Effective Date. Subject to the terms of the Plan and the following the Effective Date, (i) the RSUs will vest over four years, with 25% of the RSUs vesting on the first anniversary of the Effective Date and with respect to 1/16th of the RSUs on each quarterly anniversary thereafter, subject to Executive’s continued service with the Company through the applicable vesting date, (ii) the shares subject to the Option will vest and become exercisable over four years, with 25% of the shares subject to the Option vesting on the first anniversary of the Effective Date and with respect to 1/48th of the shares subject to the Option on each monthly anniversary thereafter, subject to Executive’s continued service with the Company through the applicable vesting date, and (ii) the PSUs will vest based on such performance metrics and over such performance period as determined by the Board, in its sole discretion. For the avoidance of doubt, in the event the Ef...

New Equity Awards. The Executive will be awarded additional equity grants under the Incentive Plan for each of the Company’s 2011 and 2012 fiscal years as part of the regular annual grant process for the Company’s executive officers (the “New Equity Awards”). The New Equity Awards for each such fiscal year may be made before or after the start of the applicable 2010 or 2011 fiscal year, but will in all events be made at the same time as the other regular annual grants for that fiscal year. The total grant date fair value of the New Equity Awards for each such fiscal year will be at least $4 million and will be in a combination of stock options, restricted stock units and performance units/shares relating to shares of the Company’s Class A common stock, as determined by the Compensation Committee in its sole discretion. The New Equity Awards for each of the Company’s 2011 and 2012 fiscal years will have the same effective date and pricing date in effect for the other executive officer equity awards made for each such fiscal year.