Payment of Equity Incentive Amounts Sample Clauses

Payment of Equity Incentive Amounts. Buyer will take all actions necessary so that, at or as soon as administratively practicable (and no later than 15 days) after the Effective Time, (i) the Company shall pay or cause to be paid to each holder of Accelerated RSUs the amounts to which such holder is entitled (less applicable Tax withholding) as determined in accordance with Section 4.3(a) through the Company’s or applicable Subsidiary’s payroll and (ii) Buyer shall prepare and distribute to each holder of Assumed RSUs written notice evidencing such assumption. In the event that the Company has insufficient cash to make such payment to each holder of Accelerated RSUs, Buyer shall pay such amounts or provide to the Company sufficient cash to pay such amounts. To the extent any amounts described in this Section 4.3(d) relate to a Company RSU that constitutes nonqualified deferred compensation subject to Section 409A of the Code, Buyer will pay, or caused to be paid, such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement relating to such Company RSU that will not trigger a tax or penalty under Section 409A of the Code.
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Payment of Equity Incentive Amounts. The Parent will take all actions necessary so that, at or after the Effective Time, upon delivery of a duly executed and completed letter of transmittal, in form and substance reasonably acceptable to the Parent and the Company (the “Option Letter of Transmittal”), to the Surviving Corporation, the Surviving Corporation shall pay or cause to be paid to each holder of Company Deferred Stock Units, Company Restricted Stock Awards and Company Stock Options granted under any Company Equity Incentive Plan the Equity Incentive Amounts to which such holder is entitled as determined in accordance with Section 2.1(d) through the Surviving Corporation’s or applicable Subsidiary’s payroll, unless alternative arrangements are specified by such holder in the Option Letter of Transmittal, to the extent permitted thereby. In the event that the Surviving Corporation has insufficient cash to make such payment to each holder of Company Deferred Stock Units, Company Restricted Stock Awards and Company Stock Options, the Parent shall pay such amounts or provide to the Surviving Corporation sufficient cash to pay such amounts.
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Payment of Equity Incentive Amounts. Parent will take all actions necessary so that, at or after the Company Merger Effective Time or DPA Merger Effective Time, as applicable, the Surviving Corporation shall pay or cause to be paid to each holder of Company Options, Director RSA and Company RSAs granted under the Stock Plan or otherwise the awards to which such holder is entitled as determined in accordance with this Section 4.4 through the Surviving Corporation's or applicable Subsidiary's payroll, unless alternative arrangements are specified by such holder, to the extent permitted thereby. In the event that the Surviving Corporation has insufficient cash to make such payment to each holder of Company Options, Director RSA and Company RSAs, Parent shall pay such amounts or provide to the Surviving Corporation sufficient cash to pay such amounts.
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Payment of Equity Incentive Amounts. Parent will take all actions necessary so that, at or as soon as practicable after the Effective Time, the Surviving Corporation shall pay or cause to be paid to each holder of Vested Company Options and Vested Company RSUs the cash payment to which such holder is entitled as determined in accordance with this Section 3.3 through the Surviving Corporation’s or applicable Subsidiary’s payroll, unless alternative arrangements are specified by such holder, to the extent permitted thereby. In the event that the Surviving Corporation has insufficient cash to make such payment to each holder of Vested Company Options and Vested Company RSUs, Parent shall pay such amounts or provide to the Surviving Corporation sufficient cash to pay such amounts. Settlement and payment of amounts due for Company PSUs, if any, shall be treated as set forth in the applicable PSU Agreement and Section 3.3(c) of this Agreement.
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Payment of Equity Incentive Amounts. Parent will take all actions necessary so that, at or after the Effective Time, the Surviving Corporation shall pay or cause to be paid to each holder of Company Options, Company PSUs and Company RSUs granted under any Stock Plan the awards to which such holder is entitled as determined in accordance with paragraphs (a), (b) or (c) of this Section 4.3 through the Surviving Corporation’s or applicable Subsidiary’s payroll, unless alternative arrangements are specified by such holder, to the extent permitted thereby. In the event that the Surviving Corporation has insufficient cash to make such payment to each holder of Company Options and Company PSUs and Company RSUs, Parent shall pay such amounts or provide to the Surviving Corporation sufficient cash to pay such amounts.
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Related to Payment of Equity Incentive Amounts

  • Equity Incentive Awards The Executive shall be eligible to receive grants of equity-based long-term incentive awards, which may include options to purchase Company stock, performance or restricted stock units and Company restricted stock contributions to Company’s deferred compensation plan, or other equity-based awards. Such awards shall be determined in the discretion of the Board and the Executive shall be eligible for consideration for such awards in the same manner as other senior executive officers of the Company. In the event of a Change of Control in which the surviving or acquiring corporation does not assume the Executive’s outstanding equity-related awards (including options and equity-based awards granted both before and after the Effective Date) or substitute similar equity-related awards of substantially equivalent value, such equity-related awards shall immediately vest and become exercisable if the Executive’s service with the Company has not terminated before the effective date of the Change of Control; provided, however, that the foregoing provision shall only apply if the Company is not the surviving corporation or if shares of the Company’s common stock are converted into or exchanged for other securities or cash.

  • Equity Incentive Compensation Upon the Closing, each incentive award in respect of the common stock of Seller Parent (a “Seller Parent Equity Award”) held by a Transferred Employee shall become vested or eligible to vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on the number of days in the applicable vesting period elapsed as of the Closing Date. Effective as of the Closing, Purchaser or its Affiliates shall grant to each Transferred Employee an equity- or cash-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilities.

  • Equity Incentives To the extent the Company adopts and maintains a share incentive plan, the Executive will be eligible to participate in such plan pursuant to the terms thereof.

  • Bonus Payments No employee shall be required or requested to make any written or verbal agreement that will conflict with the terms of this Agreement. All employees must be paid weekly for all hours worked as provided in this Agreement. Any bonuses, commissions or other methods of payments over and above the requirements of this Agreement shall be in addition to the requirements of this Agreement and may not be used to offset such contractual requirements and shall not be subject to negotiations.

  • Recovery of Bonus and Incentive Compensation Any bonus and incentive compensation paid to you during a CPP Covered Period is subject to recovery or “clawback” by the Company if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.

  • Incentive Payments The Settlement Fund Administrator will treat incentive payments under Section IV.F on a State-specific basis. Incentive payments for which a Settling State is eligible under Section IV.F will be allocated fifteen percent (15%) to its State Fund, seventy percent (70%) to its Abatement Accounts Fund, and fifteen percent (15%) to its Subdivision Fund. Amounts may be reallocated and will be distributed as provided in Section V.D.

  • Cash and Incentive Compensation (a) All payments referenced in this Agreement are subject to applicable tax withholdings and authorized or required deductions.

  • Bonus Payment Executive will receive a lump-sum payment equal to one hundred fifty percent (150%) of the higher of (A) the greater of (x) Executive’s target bonus for the fiscal year in which the Change of Control occurs (as in effect immediately prior to the Change of Control) or (y) Executive’s target bonus as in effect for the fiscal year in which Executive’s termination of employment occurs, or (B) Executive’s actual bonus for performance during the calendar year prior to the calendar year during which the termination of employment occurs. For avoidance of doubt, the amount paid to Executive pursuant to this Section 3(b)(iii) will not be prorated based on the actual amount of time Executive is employed by the Company during the fiscal year (or the relevant performance period if something different than a fiscal year) during which the termination occurs.

  • Equity Incentive Subject to the terms of any applicable agreement, [a] the Executive may exercise any outstanding stock options that are vested when the Executive became Disabled and [b] those that would have been vested on the last day of the fiscal year during which the Executive becomes Disabled if the Executive had not become Disabled.

  • Bonus and Incentive Compensation Executive shall be entitled to equitable participation in incentive compensation and bonuses in any plan or arrangement of the Bank or the Company in which Executive is eligible to participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.

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