Common use of Option Award Clause in Contracts

Option Award. (i) In consideration of the commitment he will assume during the Employment Period, the Executive shall be granted an award (the "Option Award") of non-qualified options under the Enterprise Long-Term Incentive Plan ("LTIP") to purchase 250,000 shares of the Common Stock without nominal or par value of Enterprise ("Stock"). Options granted under the Option Award are herein referred to as "Options". The grant price of the Options shall be the closing price of xxx Xxxxxx Xxxxx xx the New York Stock Exchange on the Effective Date. The Executive's right to the Option Award shall vest and become exercisable in accordance with the following schedule, provided that the Executive has remained continuously employed by the Company during the Employment Period through the dates indicated below: Date Number of Shares ---- ---------------- October 17, 2001 50,000 October 17, 2002 50,000 October 17, 2003 50,000 October 17, 2004 50,000 October 17, 2005 50,000 If, during the Employment Period (1) there occurs a Change in Control, or (2) Enterprise enters into an agreement to merge or consolidate with any other corporation which, if consummated, would meet the requirements of Section 6(b) (iii) and the shareholders of Enterprise approve that agreement, the entire Option Award shall vest and become exercisable. If, during the Employment Period, the Company terminates the Executive's employment without Cause or the Executive terminates his employment for Good Reason, or the Executive's Employment terminates by reason of death or Disability, the Executive's right to the entire Option Award shall vest and become exercisable as of the Date of Termination. If, during the Employment Period, the Company terminates the Executive's employment for Cause or the Executive terminates his employment without Good Reason, including Retirement, the Executive shall forfeit all right to all shares of the Option Award that are not vested as of the Date of Termination. (ii) The Options shall expire ten (10) years after the Effective Date. (iii) Once Options become exercisable hereunder, the Executive may exercise such Options in any manner permitted by the LTIP. All vested options shall be exercised or shall be forfeited no later than the earlier of three years after termination of employment or 10 years after the Effective Date. (iv) Unless specifically provided by this Agreement, all terms and conditions of the Options granted hereunder shall be governed by the LTIP. (v) The Compensation Committee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes that the Company is required by law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the Option Award, including, but not limited to (1) withholding delivery of the certificate for shares of Stock until the Executive reimburses the Company for the amount it is required to withhold with respect to such taxes, (2) the canceling of any number of shares of Stock issuable to the Executive in an amount necessary to reimburse the Company for the amount it is required to so withhold, or (3) withholding the amount due from the Executive's other compensation.

Appears in 4 contracts

Samples: Employment Agreement (Pseg Energy Holdings Inc), Employment Agreement (Pseg Energy Holdings Inc), Employment Agreement (Pseg Energy Holdings Inc)

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Option Award. (i) In consideration Subject to the terms of the commitment he will assume during the Employment Period, the Executive shall be granted an award (the "Option Award") of non-qualified options under the Enterprise Long-Term Equity Incentive Plan ("LTIP") to purchase 250,000 shares and the form of the Common Stock without nominal or par value of Enterprise ("Stock"). Options granted under the Option Award are herein referred to as "Options". The grant price of the Options shall be the closing price of xxx Xxxxxx Xxxxx xx the New York Stock Exchange stock option agreement issued thereunder, on the Effective Date, the Company will issue the Executive an incentive stock option under Section 422 of the Code (as defined below) to purchase (the “Option Award”) 103,000 shares of the Company’s Class A common stock (the “Shares”). The Option Award shall include the following additional terms: (1) the exercise price per share shall be equal to the Fair Market Value (as defined in the Equity Incentive Plan) of a share of the Company’s Class A common stock on the date of grant of the Option Award; (2) subject to the Executive's right ’s continued employment and the terms and conditions of the Equity Incentive Plan, the Shares subject to the Option Award shall vest and become exercisable in accordance with as follows: (x) 25% of the following schedule, provided that the Executive has remained continuously employed by the Company during the Employment Period through the dates indicated below: Date Number of Shares ---- ---------------- October 17, 2001 50,000 October 17, 2002 50,000 October 17, 2003 50,000 October 17, 2004 50,000 October 17, 2005 50,000 If, during the Employment Period (1) there occurs a Change in Control, or (2) Enterprise enters into an agreement to merge or consolidate with any other corporation which, if consummated, would meet the requirements of Section 6(b) (iii) and the shareholders of Enterprise approve that agreement, the entire Option Award shall vest and become exercisable. If, during the Employment Period, the Company terminates the Executive's employment without Cause or the Executive terminates his employment for Good Reason, or the Executive's Employment terminates by reason of death or Disability, the Executive's right to the entire Option Award shall vest and become exercisable on the Effective Date; (y) 25% of the Shares shall vest and become exercisable on the date that the Company completes a Qualified Financing (as defined below); and (z) of the remaining Shares subject to the Option Award, 25% of such number remaining shall vest and become exercisable on the one (1) year anniversary of the grant date, and the remainder shall vest in equal monthly installments on the last day of each full month over the next thirty-six (36) months, subject to the Executive’s continuous service with the Company or an Affiliate through such vesting dates; and (3) upon the occurrence of a Change in Control (as defined below) all of the Shares subject to the Option Award shall fully vest and become exercisable immediately prior to the effectiveness of such Change in Control, subject to the Executive’s continued employment with the Company as of each such date and as further provided in the Date terms and conditions of Termination. If, during the Employment Periodthis Agreement, the Company terminates Option Award and the Executive's employment for Cause or Equity Incentive Plan. For the Executive terminates his employment without Good Reasonpurposes of this Agreement, including Retirement, “Qualified Financing” shall mean the Executive shall forfeit all right to all Company’s closing of the sale and issuance of shares of the Option Award that are not vested as Company’s equity securities following the date hereof in a single transaction or a series of related transactions yielding aggregate gross proceeds to the Date Company of Termination. (ii) The Options shall expire ten (10) years after at least $15,000,000, excluding proceeds received from the exercise of warrants, options or other derivative securities outstanding on the Effective Date. (iii) Once Options become exercisable hereunder, the Executive may exercise such Options in any manner permitted by the LTIP. All vested options shall be exercised or shall be forfeited no later than the earlier of three years after termination of employment or 10 years after the Effective Date. (iv) Unless specifically provided by this Agreement, all terms and conditions of the Options granted hereunder shall be governed by the LTIP. (v) The Compensation Committee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes that the Company is required by law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the Option Award, including, but not limited to (1) withholding delivery of the certificate for shares of Stock until the Executive reimburses the Company for the amount it is required to withhold with respect to such taxes, (2) the canceling of any number of shares of Stock issuable to the Executive in an amount necessary to reimburse the Company for the amount it is required to so withhold, or (3) withholding the amount due from the Executive's other compensation.

Appears in 1 contract

Samples: Employment Agreement (Helius Medical Technologies, Inc.)

Option Award. (i) In consideration of the commitment he will assume during the Employment Period, the Executive shall be granted an award (the "Option Award") of non-qualified options under the Enterprise Long-Term Incentive Plan ("LTIP") to purchase 250,000 shares of the Common Stock without nominal or par value of Enterprise ("Stock"). Options granted under the Option Award are herein referred to as "Options". The grant price xxxxx xxxxx of the Options shall be the closing price of xxx Xxxxxx Xxxxx xx the Common Stock on the New York Stock Exchange (“NYSE”) on the Effective DateDate or, if the Effective Date is not a day on which the NYSE is open, on the next preceding business day it is open. The Executive's ’s right to the Option Award shall vest and become exercisable in accordance with the following schedule, provided that the Executive has remained continuously employed by the Company during the Employment Period through the dates indicated below: Date Number of Shares ---- ---------------- October 17, 2001 50,000 October 17, 2002 50,000 October 17, 2003 50,000 October 17, 2004 50,000 October 17, 2005 50,000 If, during the Employment Period (1) there occurs a Change in Control, or (2) Enterprise enters into an agreement to merge or consolidate with any other corporation which, if consummated, would meet the requirements of Section 6(b) (iii) and the shareholders of Enterprise approve that agreement, the entire Option Award shall vest and become exercisable. If, during the Employment Period, the Company terminates the Executive's ’s employment without Cause or the Executive terminates his employment for Good Reason, or the Executive's ’s Employment terminates by reason of death or Disability, the Executive's ’s right to the entire Option Award shall vest and become exercisable as of the Date of Termination. If, during the Employment Period, the Company terminates the Executive's ’s employment for Cause or the Executive terminates his employment without Good Reason, including Retirement, the Executive shall forfeit all right to all shares of the Option Award that are not vested as of the Date of Termination. (ii) The Options shall expire ten (10) years after the Effective Date. (iii) Once Options become exercisable hereunder, the Executive may exercise such Options in any manner permitted by the LTIP. All vested options shall be exercised or shall be forfeited no later than the earlier of three years after termination of employment or 10 years after the Effective Date. (iv) Unless specifically provided by this Agreement, all terms and conditions of the Options granted hereunder shall be governed by the LTIP. (v) The Compensation Committee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes that the Company is required by law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the Option Award, including, but not limited to (1) withholding delivery of the certificate for shares of Stock until the Executive reimburses the Company for the amount it is required to withhold with respect to such taxes, (2) the canceling of any number of shares of Stock issuable to the Executive in an amount necessary to reimburse the Company for the amount it is required to so withhold, or (3) withholding the amount due from the Executive's ’s other compensation.

Appears in 1 contract

Samples: Employment Agreement (Pseg Power LLC)

Option Award. Within forty-five (i45) In consideration days following the closing of the commitment he will assume during closing of that certain business combination transaction by the Employment PeriodCompany with Bioplus Acquisition Corp. or its affiliates (the “de-SPAC Transaction”), subject to the terms and conditions of the equity incentive plan (the “PubCo EIP”) of the surviving entity in the de-SPAC Transaction whose securities are listed on a national securities exchange (“PubCo”) and the form of stock option agreement issued thereunder, the Company shall cause PubCo to issue the Executive shall be granted an award a stock option to purchase (the "Option Award") a number of non-qualified options under shares of PubCo’s common stock equal to 920,000, as adjusted for by the Enterprise Long-Term Incentive Plan ("LTIP") to purchase 250,000 exchange ratio for shares of the Common Stock without nominal or par Company’s common stock set forth in the definitive agreement for the de-SPAC Transaction (the “Shares”). The Option Award shall include the following additional terms: (1) the exercise price per share for the Shares shall be equal to the per share fair market value of Enterprise ("Stock"). Options granted under PubCo’s common stock on the date of the grant of the Option Award are herein referred Award; (2) subject to as "Options". The grant price the Executive’s continued employment and the terms and conditions of the Options shall be PubCo EIP, (y) 2/3rds of the closing price of xxx Xxxxxx Xxxxx xx the New York Stock Exchange on the Effective Date. The Executive's right to the Option Award Shares shall vest and become exercisable in accordance with equal monthly installments on the last day of each full month over the forty-eight (48) months following schedule, provided that the Executive has remained continuously employed Effective Date and (z) 1/3rd of the Shares shall vest upon PubCo achieving certain key performance indicators established by the Company Board or the Compensation Committee; and (3) in the event that during the Employment Period through PubCo consummates a Change in Control (as defined below) and the dates indicated below: Date Number Option Award is not assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by the PubCo EIP, then 100% of the unvested Shares ---- ---------------- October 17, 2001 50,000 October 17, 2002 50,000 October 17, 2003 50,000 October 17, 2004 50,000 October 17, 2005 50,000 If, during subject to the Employment Period (1) there occurs a Option Award shall fully vest and become exercisable immediately prior to the effectiveness of such Change in Control, or (2) Enterprise enters into an agreement subject to merge or consolidate with any other corporation which, if consummated, would meet the requirements of Section 6(b) (iii) and the shareholders of Enterprise approve that agreement, the entire Option Award shall vest and become exercisable. If, during the Employment Period, the Company terminates the Executive's ’s continued employment without Cause or the Executive terminates his employment for Good Reason, or the Executive's Employment terminates by reason of death or Disability, the Executive's right to the entire Option Award shall vest and become exercisable with PubCo as of each such date and as further provided in the Date of Termination. If, during the Employment Period, the Company terminates the Executive's employment for Cause or the Executive terminates his employment without Good Reason, including Retirement, the Executive shall forfeit all right to all shares of the Option Award that are not vested as of the Date of Termination. (ii) The Options shall expire ten (10) years after the Effective Date. (iii) Once Options become exercisable hereunder, the Executive may exercise such Options in any manner permitted by the LTIP. All vested options shall be exercised or shall be forfeited no later than the earlier of three years after termination of employment or 10 years after the Effective Date. (iv) Unless specifically provided by this Agreement, all terms and conditions of the Options granted hereunder shall be governed by the LTIP. (v) The Compensation Committee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes that the Company is required by law or regulation of any governmental authoritythis Agreement, whether federal, state or local, domestic or foreign, to withhold in connection with the Option Award, including, but not limited to (1) withholding delivery of Award and the certificate for shares of Stock until the Executive reimburses the Company for the amount it is required to withhold with respect to such taxes, (2) the canceling of any number of shares of Stock issuable to the Executive in an amount necessary to reimburse the Company for the amount it is required to so withhold, or (3) withholding the amount due from the Executive's other compensationPubCo EIP.

Appears in 1 contract

Samples: Employment Agreement (BioPlus Acquisition Corp.)

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Option Award. (i) In consideration of the commitment he will assume during the Employment Period, the Executive shall be granted an award (the "Option Award") of non-qualified options under the Enterprise Long-Term Incentive Plan ("LTIP") to purchase 250,000 shares of the Common Stock without nominal or par value of Enterprise ("Stock"). Options granted under the Option Award are herein referred to as "Options". The grant price of the Options shall be Optionx xxxxx xx the closing price of xxx Xxxxxx Xxxxx xx the Common Stock on the New York Stock Exchange on the Effective Date. The Executive's right to the Option Award shall vest and become exercisable in accordance with the following schedule, provided that the Executive has remained continuously employed by the Company during the Employment Period through the dates indicated below: Anniversary of Effective Date Number of Shares ---- ----------------------------- ---------------- October 17, 2001 First 50,000 October 17, 2002 Second 50,000 October 17, 2003 Third 50,000 October 17, 2004 Fourth 50,000 October 17, 2005 Fifth 50,000 If, during the Employment Period (1) there occurs a Change in Control, or (2) Enterprise enters into an agreement to merge or consolidate with any other corporation which, if consummated, would meet the requirements of Section 6(b) (iii) and the shareholders of Enterprise approve that agreement, the entire Option Award shall vest and become exercisable. If, during the Employment Period, the Company terminates the Executive's employment without Cause or the Executive terminates his employment for Good Reason, or the Executive's Employment terminates by reason of death or Disability, the Executive's right to the entire Option Award shall vest and become exercisable as of the Date of Termination. If, during the Employment Period, the Company terminates the Executive's employment for Cause or the Executive terminates his employment without Good Reason, including Retirement, the Executive shall forfeit all right to all shares of the Option Award that are not vested as of the Date of Termination. (ii) The Options shall expire ten (10) years after the Effective Date. (iii) Once Options become exercisable hereunder, the Executive may exercise such Options in any manner permitted by the LTIP. All vested options shall be exercised or shall be forfeited no later than the earlier of three years after termination of employment or 10 years after the Effective Date. (iv) Unless specifically provided by this Agreement, all terms and conditions of the Options granted hereunder shall be governed by the LTIP. (v) The Compensation Committee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes that the Company is required by law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the Option Award, including, but not limited to (1) withholding delivery of the certificate for shares of Stock until the Executive reimburses the Company for the amount it is required to withhold with respect to such taxes, (2) the canceling of any number of shares of Stock issuable to the Executive in an amount necessary to reimburse the Company for the amount it is required to so withhold, or (3) withholding the amount due from the Executive's other compensation.

Appears in 1 contract

Samples: Employment Agreement (Public Service Enterprise Group Inc)

Option Award. (i) In consideration Subject to the terms of the commitment he will assume during the Employment Period, the Executive shall be granted an award (the "Option Award") of non-qualified options under the Enterprise Long-Term Equity Incentive Plan ("LTIP") to purchase 250,000 shares and the form of the Common Stock without nominal or par value of Enterprise ("Stock"). Options granted under the Option Award are herein referred to as "Options". The grant price of the Options shall be the closing price of xxx Xxxxxx Xxxxx xx the New York Stock Exchange stock option agreement issued thereunder, on the Effective Date, the Company will issue the Executive an incentive stock option under Section 422 of the Code (as defined below) to purchase (the “Option Award”) 261,000 shares of the Company’s Class A common stock (the “Shares”). The Option Award shall include the following additional terms: (1) the exercise price per share shall be equal to the Fair Market Value (as defined in the Equity Incentive Plan) of a share of the Company’s Class A common stock on the date of grant of the Option Award; (2) subject to the Executive's right ’s continued employment and the terms and conditions of the Equity Incentive Plan, the Shares subject to the Option Award shall vest and become exercisable in accordance with as follows: (x) 25% of the following schedule, provided that the Executive has remained continuously employed by the Company during the Employment Period through the dates indicated below: Date Number of Shares ---- ---------------- October 17, 2001 50,000 October 17, 2002 50,000 October 17, 2003 50,000 October 17, 2004 50,000 October 17, 2005 50,000 If, during the Employment Period (1) there occurs a Change in Control, or (2) Enterprise enters into an agreement to merge or consolidate with any other corporation which, if consummated, would meet the requirements of Section 6(b) (iii) and the shareholders of Enterprise approve that agreement, the entire Option Award shall vest and become exercisable. If, during the Employment Period, the Company terminates the Executive's employment without Cause or the Executive terminates his employment for Good Reason, or the Executive's Employment terminates by reason of death or Disability, the Executive's right to the entire Option Award shall vest and become exercisable on the Effective Date; (y) 25% of the Shares shall vest and become exercisable on the date that the Company completes a Qualified Financing (as defined below); and (z) of the remaining Shares subject to the Option Award, 25% of such number remaining shall vest and become exercisable on the one (1) year anniversary of the grant date, and the remainder shall vest in equal monthly installments on the last day of each full month over the next thirty-six (36) months, subject to the Executive’s continuous service with the Company or an Affiliate through such vesting dates; and (3) upon the occurrence of a Change in Control (as defined below) all of the Shares subject to the Option Award shall fully vest and become exercisable immediately prior to the effectiveness of such Change in Control, subject to the Executive’s continued employment with the Company as of each such date and as further provided in the Date terms and conditions of Termination. If, during the Employment Periodthis Agreement, the Company terminates Option Award and the Executive's employment for Cause or Equity Incentive Plan. For the Executive terminates his employment without Good Reasonpurposes of this Agreement, including Retirement, “Qualified Financing” shall mean the Executive shall forfeit all right to all Company’s closing of the sale and issuance of shares of the Option Award that are not vested as Company’s equity securities following the date hereof in a single transaction or a series of related transactions yielding aggregate gross proceeds to the Date Company of Termination. (ii) The Options shall expire ten (10) years after at least $15,000,000, excluding proceeds received from the exercise of warrants, options or other derivative securities outstanding on the Effective Date. (iii) Once Options become exercisable hereunder, the Executive may exercise such Options in any manner permitted by the LTIP. All vested options shall be exercised or shall be forfeited no later than the earlier of three years after termination of employment or 10 years after the Effective Date. (iv) Unless specifically provided by this Agreement, all terms and conditions of the Options granted hereunder shall be governed by the LTIP. (v) The Compensation Committee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes that the Company is required by law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with the Option Award, including, but not limited to (1) withholding delivery of the certificate for shares of Stock until the Executive reimburses the Company for the amount it is required to withhold with respect to such taxes, (2) the canceling of any number of shares of Stock issuable to the Executive in an amount necessary to reimburse the Company for the amount it is required to so withhold, or (3) withholding the amount due from the Executive's other compensation.

Appears in 1 contract

Samples: Employment Agreement (Helius Medical Technologies, Inc.)

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