New Stock Awards. Consistent with the terms of the Stock Incentive Plan, during the Employment Period, Executive will be entitled to stock-based awards under the Stock Incentive Plan at levels commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee. With respect to Stock Incentive Plan awards described in Section 3(b) (Existing Awards) and this Section 3(c) (New Stock Awards), Executive will be entitled to tender shares of Company common stock not then subject to restrictions under any Company plan, or to have shares of stock deliverable under the awards held back, in satisfaction of the minimum withholding taxes required in respect of income realized in connection with the awards.
New Stock Awards. Consistent with the terms of the Stock Incentive Plan, during the Employment Period, Executive will be entitled to stock-based awards under the Stock Incentive Plan at levels commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee.
New Stock Awards. With respect to Employee’s Stock Awards granted on or after the date of this Agreement (the “New Stock Awards”):
(i) In the event of Employee’s Qualifying Termination not occurring during the Change in Control Period, then such number of Employee’s New Stock Awards shall be deemed vested effective immediately prior to such termination as would have vested by their terms during the nine (9) months following Employee’s date of termination had Employee remained employed by the Company during such period; and
(ii) In the event of Employee’s Qualifying Termination during the Change in Control Period, then all of Employee’s New Stock Awards shall vest effective upon the later of (A) the date of termination or (B) the date of the Change in Control.
New Stock Awards. Consistent with the terms of the Company’s Stock Incentive Plan (including any successor, the “Stock Incentive Plan”), during the Employment Period, Executive will be entitled to stock-based awards under the Stock Incentive Plan at levels commensurate with his position and responsibilities and subject to such terms as shall be established by the Committee. Without limiting the generality of the foregoing:
(i) Effective as of Executive’s commencement of employment on the Effective Date, the Committee has awarded to Executive two grants of performance-based restricted stock under the Stock Incentive Plan, as follows: (A) an award of 12,000 shares of Stock, or such greater or lesser number of shares as is determined by applying the Company’s standard indexing methodology to 12,000 based on the fair market value of the Stock on the Effective Date, such shares to vest in full on September 6, 2010 if Executive is then still employed by the Company and if the Company has previously certified achievement of a performance level in respect of the performance targets established under the Company Long Range Performance Incentive Plan (“LRPIP”) for the FYE ‘08-FYE ‘10 cycle at a level of at least 67% of target, with prorated vesting for performance below the 67% level but at or above the level at which some LRPIP award would be payable and no vesting if performance is below that level; and (B) an award of 25,000 shares of Stock to vest as follows: (I) 8,333 shares to vest on the date in calendar 2008 on which the Committee certifies achievement of performance in respect of the performance target established under the Company’s Management Incentive Plan (“MIP”) for corporate officers for FYE ‘08, if Executive is then still employed by the Company and if the Company has achieved at least 67% of target performance for such year, with prorated vesting for performance below the 67% level but at or above the level at which some MIP award would be payable and no vesting if performance is below that level; and (II) 16,667 shares to vest on the date in calendar 2009 on which the Committee certifies achievement of performance in respect of the performance target established under MIP for corporate officers for FYE ‘09, if Executive is then still employed by the Company and if the Company has achieved at least 67% of target performance for such year, with prorated vesting for performance below the 67% level but at or above the level at which some MIP award would be payable and n...
New Stock Awards. Upon the consummation of the Recapitalization, the Company shall grant to the Executive, pursuant to the Company's stock option plan for management and employees of the Company and its Affiliates attached hereto as Exhibit A-2, as from time to time in effect (the "Plan"), options to purchase a total of 440,000 shares of Class A Common Stock at an exercise price per share equal to the fair market value of the Company's Class A Common Stock on the date of grant, as determined by the Board (the "New Options"). The New Options shall be granted pursuant to the option agreement substantially in the form of Exhibit A-3 hereto.
New Stock Awards. Consistent with the terms of the 1986 Plan, Executive will be entitled to awards under the 1986 Plan at levels commensurate with his position and responsibilities but not less than 50,000 stock options annually, beginning in 2000 (FYE 2001).
New Stock Awards. With respect to Employee’s then-unvested Stock Awards granted on or after the Transaction Closing Date (the “New Stock Awards”):
(i) With respect to all New Stock Awards granted prior to the date of this Agreement, (A) in the event of Employee’s Qualifying Termination prior to a Change in Control or more than eighteen (18) months following a Change in Control, then such number of Employee’s New Stock Awards granted prior to the date of this Agreement shall be deemed vested effective immediately prior to such termination as would have vested by their terms during the twelve (12) months following Employee’s date of termination had Employee remained in employed by the Company during such period; and (B) in the event of Employee’s Qualifying Termination within eighteen (18) months following a Change in Control, then all of Employee’s New Stock Awards granted prior to the date of this Agreement will vest effective upon the date of termination; and
(ii) With respect to all New Stock Awards granted on or after the date of this Agreement, (A) in the event of Employee’s Qualifying Termination not occurring during the Change in Control Period, then such number of Employee’s New Stock Awards granted on or after the date of this Agreement shall be deemed vested effective immediately prior to such termination as would have vested by their terms during the twelve (12) months following Employee’s date of termination had Employee remained in employed by the Company during such period, and (B) in the event of Employee’s Qualifying Termination during the Change in Control Period, then all of Employee’s New Stock Awards granted on or after the date of this Agreement shall vest effective upon the later of (A) the date of termination or (B) the date of the Change in Control.
New Stock Awards. Consistent with the terms of the 1986 Plan, Executive will be entitled to awards of stock options under the 1986 Plan at levels commensurate with his position but not less than 100,000 stock options annually, beginning in calendar 2000. In addition, the Committee has determined to award Executive, as a Performance Award under the 1986 Plan and subject to satisfaction of the performance goals applicable to such award, 125,000 shares of Restricted Stock (the "New Restricted Stock"). The date of grant of the New Restricted Stock shall be the date in 2001 on which the Committee certifies that the performance goals applicable to the award have been met. The New Restricted Stock shall be subject to the following vesting schedule during the Employment Period: 25,000 shares would be fully vested upon the 2001 date of grant, and one third of the remaining 100,000 shares would vest on September 8 of each of 2001, 2002 and 2003; provided, that if this Agreement is not renewed or extended and the Employment Period ends on the 2003 meeting date, the portion of such award that is scheduled to vest on September 8, 2003 shall vest immediately prior to the end of the Employment Period. Executive shall be entitled to tender vested shares in satisfaction of required tax withholding with respect to vesting under the New Restricted Stock award.
New Stock Awards. Consistent with the terms of the Stock Incentive Plan, during the Employment Period Executive will be entitled to stock-based awards under the Stock Incentive Plan at levels commensurate with her position and responsibilities and subject to such terms as shall be established by the Committee, including without limitation an award of 50,000 shares (such number to be indexed based on the closing price per share on the date of grant of such award and the indexing schedule previously approved by the Executive Compensation Committee and in effect as of the date hereof) of performance-based restricted stock in connection with the execution of this Agreement; provided, that if Executive’s employment by the Company is terminated by the Company other than for Cause, subject to Section 8 below any such awards held by Executive immediately prior to such termination will vest to the extent not previously vested (but, in the case of stock options, will thereafter remain exercisable only for such post-termination exercise period as is provided under the terms of the award). Executive will be entitled to tender shares acquired under the awards, or to have shares of stock deliverable under the awards held back, in satisfaction of the minimum withholding taxes required in respect of income realized in connection with the awards.
New Stock Awards
