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. Subject to the approval of the Board and in connection with this Agreement, the Company anticipates granting you or has granted to you the following equity awards:
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.
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 100,000 shares of the Company's stock (with such award vesting over 5 years, as to 25% of the shares on the first anniversary on the date of grant and as to the balance on a ratable basis over the remaining 48 months). The actual number of shares granted under such option 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. As soon as reasonably practicable after the Effective Time, but in no event later than 45 Business Days after the Effective Time, the Surviving Corporation shall grant to each individual of the Surviving Corporation who is employed by the Company or any of the Company Subsidiaries immediately prior to the Effective Time, including each employee who is not actively at work on account of illness, disability, vacation or leave of absence (each, a “Company Employee“), who holds Company Options immediately prior to the Effective Time, shares of Series E Common Stock of the Surviving Corporation in consideration for the future services to be provided by such Company Employee to the Surviving Corporation or any of its Subsidiaries after the Effective Time on such terms and conditions as the Surviving Corporation shall determine; provided that such Company Employee remains employed by the Surviving Corporation or any of its Subsidiaries through the time of such grant. Such shares of Series E Common Stock of the Surviving Corporation may be subject to vesting, distribution floors and such other terms and conditions as provided for in Exhibit D hereto, and in the award agreement, which may provide for different terms and conditions for different Company Employees receiving an issuance of shares of Series E Common Stock of the Surviving Corporation and for the same Company Employee for each issuance of shares of Series E Common Stock of the Surviving Corporation such Company Employee may receive.
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. Xx. Xxxxxxx X. Berg August 10, 2009 Page 3 of 11
New Equity Awards. You will be granted 861,181 restricted stock units (the “Refresh RSUs”) and an additional 861,181 restricted stock units (the “Performance RSUs”). Each restricted stock unit represents the right to receive one share of the Company’s Common Stock. The Refresh RSUs and the Performance RSUs will be subject to the terms and conditions applicable to RSUs granted under the Company’s Third Amended & Restated 2012 Stock Incentive Plan (the “Plan”). In addition, the Refresh RSUs will be subject to the terms and conditions set forth in the form of Refresh RSU Agreement attached hereto as Exhibit A, and the Performance RSUs will be subject to the terms and conditions set forth in the form of Performance RSU Agreement attached hereto as Exhibit B.
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. (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.
