Options Granted to Company Employees. If at any time or from time to time, in connection with any Stock Incentive Plan, an option to purchase REIT Shares granted to a Company Employee is duly exercised: (1) CLNS Credit shall sell to the Company, and the Company shall purchase from CLNS Credit, the number of REIT Shares as to which such stock option is being exercised. The purchase price per REIT Share for such sale of REIT Shares to the Company shall be the Value of a REIT Share as of the date of exercise of such stock option. (2) The Company shall sell to the Optionee (or if the Optionee is an employee of a Company Subsidiary, the Company shall sell to such Company Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Share at the time of the exercise, a number of REIT Shares equal to (a) the exercise price paid to CLNS Credit by the exercising party in connection with the exercise of such stock option, divided by (b) the Value of a REIT Share at the time of such exercise. (3) The Company shall transfer to the Optionee (or if the Optionee is an employee of a Company Subsidiary, the Company shall transfer to such Company Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, a number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(1) hereof, less the number of REIT Shares described in Section 4.4.B(2) hereof. (4) CLNS Credit shall, as soon as practicable after such exercise, make a Capital Contribution to the Company of an amount equal to the proceeds received (excluding any payment in respect of payroll taxes or other withholdings) by CLNS Credit pursuant to Section 4.4.B(1) in connection with the exercise of such stock option. In exchange for such Capital Contribution, the Company shall issue a number of Membership Common Units to CLNS Credit equal to the quotient of (a) the number of REIT Shares issued in connection with the exercise of such stock option, divided by (b) the Adjustment Factor then in effect.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Colony NorthStar Credit Real Estate, Inc.), Master Combination Agreement (NorthStar Real Estate Income II, Inc.), Master Combination Agreement (NorthStar Real Estate Income II, Inc.)
Options Granted to Company Employees. If at any time or from time to time, in connection with any Stock Incentive Share Option Plan, an option to purchase REIT Class A Common Shares granted to a Company Employee is duly exercised:
(1i) CLNS Credit The Parent shall sell to the Company, and the Company shall purchase from CLNS Creditthe Parent, the number of REIT Class A Common Shares as to which such stock share option is being exercised. The purchase price per REIT Class A Common Share for such sale of REIT Class A Common Shares to the Company shall be the Value of a REIT Class A Common Share as of the date of exercise of such stock share option.
(2ii) The Company shall sell to the Optionee (or if the Optionee is an employee of a Company SubsidiarySubsidiary of the Company, the Company shall sell to such Company SubsidiarySubsidiary of the Company, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Class A Common Share at the time of the exercise, a number of REIT Class A Common Shares equal to (a) the exercise price paid to CLNS Credit the Parent by the exercising party in connection with the exercise of such stock share option, divided by (b) the Value of a REIT Class A Common Share at the time of such exercise.
(3iii) The Company shall transfer to the Optionee (or if the Optionee is an employee of a Company SubsidiarySubsidiary of the Company, the Company shall transfer to such Company SubsidiarySubsidiary of the Company, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, a number of REIT Class A Common Shares equal to the number of REIT Class A Common Shares described in Section 4.4.B(14.4(b)(i) hereof, less the number of REIT Class A Common Shares described in Section 4.4.B(24.4(b)(ii) hereof.
(4iv) CLNS Credit The Parent shall, as soon as practicable after such exercise, make a Capital Contribution to the Company of an amount equal to the all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by CLNS Credit pursuant to Section 4.4.B(1) the Parent in connection with the exercise of such stock share option. In exchange for such Capital Contribution, the Company shall issue a number of Membership Common Class A Units to CLNS Credit the Parent equal to the quotient of (a) the number of REIT Class A Common Shares issued in connection with the exercise of such stock share option, divided by (b) the Adjustment Factor then in effect.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Five Point Holdings, LLC)
Options Granted to Company Employees. If at any time or from time to time, in connection with any Stock Incentive Option Plan, an option to purchase REIT Shares granted to a Company Employee is duly exercised:
(1) CLNS Credit CLNY shall sell to the Company, and the Company shall purchase from CLNS CreditCLNY, the number of REIT Shares as to which such stock option is being exercised. The purchase price per REIT Share for such sale of REIT Shares to the Company shall be the Value of a REIT Share as of the date of exercise of such stock option.
(2) The Company shall sell to the Optionee (or if the Optionee is an employee of a Company Subsidiary, the Company shall sell to such Company Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Share at the time of the exercise, a number of REIT Shares equal to (a) the exercise price paid to CLNS Credit CLNY by the exercising party in connection with the exercise of such stock option, divided by (b) the Value of a REIT Share at the time of such exercise.
(3) The Company shall transfer to the Optionee (or if the Optionee is an employee of a Company Subsidiary, the Company shall transfer to such Company Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, a number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(1) hereof, less the number of REIT Shares described in Section 4.4.B(2) hereof.
(4) CLNS Credit CLNY shall, as soon as practicable after such exercise, make a Capital Contribution to the Company of an amount equal to the proceeds received (excluding any payment in respect of payroll taxes or other withholdings) by CLNS Credit CLNY pursuant to Section 4.4.B(1) in connection with the exercise of such stock option. In exchange for such Capital Contribution, the Company shall issue a number of Membership Common Units to CLNS Credit CLNY equal to the quotient of (a) the number of REIT Shares issued in connection with the exercise of such stock option, divided by (b) the Adjustment Factor then in effect.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Colony Financial, Inc.)
Options Granted to Company Employees. If at any time or from time to time, in connection with any Stock Incentive Plan, an option to purchase REIT Shares granted to a Company Employee is duly exercised:
(1) CLNS Credit shall sell to the Company, and the Company shall purchase from CLNS CreditCLNS, the number of REIT Shares as to which such stock option is being exercised. The purchase price per REIT Share for such sale of REIT Shares to the Company shall be the Value of a REIT Share as of the date of exercise of such stock option.
(2) The Company shall sell to the Optionee (or if the Optionee is an employee of a Company Subsidiary, the Company shall sell to such Company Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Share at the time of the exercise, a number of REIT Shares equal to (a) the exercise price paid to CLNS Credit by the exercising party in connection with the exercise of such stock option, divided by (b) the Value of a REIT Share at the time of such exercise.
(3) The Company shall transfer to the Optionee (or if the Optionee is an employee of a Company Subsidiary, the Company shall transfer to such Company Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, a number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(1) hereof, less the number of REIT Shares described in Section 4.4.B(2) hereof.
(4) CLNS Credit shall, as soon as practicable after such exercise, make a Capital Contribution to the Company of an amount equal to the proceeds received (excluding any payment in respect of payroll taxes or other withholdings) by CLNS Credit pursuant to Section 4.4.B(1) in connection with the exercise of such stock option. In exchange for such Capital Contribution, the Company shall issue a number of Membership Common Units to CLNS Credit equal to the quotient of (a) the number of REIT Shares issued in connection with the exercise of such stock option, divided by (b) the Adjustment Factor then in effect.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Colony NorthStar, Inc.)
Options Granted to Company Employees. If at any time or from time to time, in connection with any Stock Incentive Plan, an option to purchase REIT Shares granted to a Company Employee is duly exercised:
(1) CLNS Credit BrightSpire Capital shall sell to the Company, and the Company shall purchase from CLNS CreditBrightSpire Capital, the number of REIT Shares as to which such stock option is being exercised. The purchase price per REIT Share for such sale of REIT Shares to the Company shall be the Value of a REIT Share as of the date of exercise of such stock option.
(2) The Company shall sell to the Optionee (or if the Optionee is an employee of a Company Subsidiary, the Company shall sell to such Company Subsidiary, which in turn shall sell to the Optionee), for a cash price per share equal to the Value of a REIT Share at the time of the exercise, a number of REIT Shares equal to (a) the exercise price paid to CLNS Credit BrightSpire Capital by the exercising party in connection with the exercise of such stock option, divided by (b) the Value of a REIT Share at the time of such exercise.
(3) The Company shall transfer to the Optionee (or if the Optionee is an employee of a Company Subsidiary, the Company shall transfer to such Company Subsidiary, which in turn shall transfer to the Optionee) at no additional cost, as additional compensation, a number of REIT Shares equal to the number of REIT Shares described in Section 4.4.B(1) hereof, less the number of REIT Shares described in Section 4.4.B(2) hereof.
(4) CLNS Credit BrightSpire Capital shall, as soon as practicable after such exercise, make a Capital Contribution to the Company of an amount equal to the proceeds received (excluding any payment in respect of payroll taxes or other withholdings) by CLNS Credit BrightSpire Capital pursuant to Section 4.4.B(1) in connection with the exercise of such stock option. In exchange for such Capital Contribution, the Company shall issue a number of Membership Common Units to CLNS Credit BrightSpire Capital equal to the quotient of (a) the number of REIT Shares issued in connection with the exercise of such stock option, divided by (b) the Adjustment Factor then in effect.
Appears in 1 contract
Samples: Limited Liability Company Agreement (BrightSpire Capital, Inc.)