Performance-Based Equity Awards Sample Clauses

Performance-Based Equity Awards. With respect to each performance-vested equity award held by Executive immediately prior to such termination and for which the performance period is not then complete, such award will remain outstanding and will vest, if at all, based on actual performance through the end of the applicable performance period.

Performance-Based Equity Awards. During the term of this Agreement, Employee shall be eligible to receive equity-based compensation as determined in the sole discretion of the Board or a committee thereof, which may be subject to the achievement of certain performance targets set by the Board or such committee. All such equity-based awards shall be subject to the terms and conditions set forth in the Company’s Stock Incentive Plan as in effect from time to time and award agreements issued thereunder.

Performance-Based Equity Awards. With respect to compensatory equity awards that may be granted to Executive by the Company during Executive’s employment with the Company, and that remain unvested and subject to an on-going performance-based vesting condition as of immediately prior to the Change in Control (including but not limited to market stock units (“MSUs”) and market stock options (“MSOs”) (any such awards, the “Performance-Based Equity Awards”)), the Company shall take the following actions, effective as of immediately prior to the Change in Control: (i) with respect to any Performance-Based Equity Awards as to which the performance period has been completed prior to the Change in Control, but as to which performance has not yet been measured or certified, the Company shall determine the number of shares, units, or options to be credited to Executive as having satisfied the performance conditions based on the actual performance during the completed performance period, and Executive shall continue to vest in such credited Performance-Based Equity Awards from and after the closing of the Change in Control based on the original time-based vesting schedule applicable to such awards (subject to the full acceleration of vesting on a Covered Termination as set forth in Section 2.4); and (ii) with respect to any Performance-Based Equity Awards as to which the performance period remains in progress as of immediately prior to the closing of the Change in Control, the Company shall determine the number of shares, units, or options to be credited to Executive as having satisfied the performance conditions based on the actual performance through the day immediately preceding the Change in Control (by way of example, performance under the MSUs shall be measured against the average closing price of the Company’s common stock over the 90 calendar days immediately preceding the Change in Control), and Executive shall continue to time-vest in such credited Performance-Based Equity Awards from and after the closing of the Change in Control based on the original time-based vesting schedule applicable to such awards (subject to the full acceleration of vesting on a Covered Termination as set forth in Section 2.4).

Performance-Based Equity Awards. Notwithstanding anything in this Agreement or any other agreement to the contrary, upon a Change in Control of the Company, each outstanding stock options, restricted stock or other equity awards with performance-based vesting held by the Executive shall be assumed by the acquiror or successor in such Change in Control, and if not so assumed, then the performance conditions for such outstanding equity awards shall be satisfied to the extent the Compensation Committee determines actual performance was attained immediately prior to such Change in Control.

Performance-Based Equity Awards. The Executive’s equity awards under any Stock Plan or similar program that are subject to performance-based vesting (the “Performance-Based Equity Awards”) are treated in accordance with the terms of the applicable award agreements. The parties hereto agree that all of the Performance-Based Equity Awards that were outstanding as of the date hereof and are not otherwise scheduled to vest (or be forfeited) pursuant to their terms prior to the Separation Date are set forth and identified as such on Schedule A attached hereto. The parties hereto acknowledge that the Employer’s obligation to pay or provide, or cause to be paid or provided, the Severance Benefits or any other payments or benefits under the Plan or the Letter Agreement (other than the Accrued Benefit) to the Executive is subject to the execution of a release in the form attached hereto as Exhibit A (the “Release”) by the Executive on or after the Separation Date and the expiration of any revocation period with respect to the Release no later than the Payment Commencement Date.

Performance-Based Equity Awards. Vesting of the earned portion of any of Executive’s outstanding and unvested equity awards subject to performance-based vesting (excluding any Time-Based Awards) (such awards, “Performance-Based Awards”) for which the performance period is complete as of the termination date. In addition, for any Performance-Based awards held by Executive with a single three-year performance period for which the performance period is not complete as of the termination date (“Three-Year Performance-Based Awards”) and provided that Executive has been in the employ of the Company for at least six months of the performance period, except as otherwise provided in the applicable award agreement, a pro-rated portion of any such Three-Year Performance-Based Award (with pro-ration determined by multiplying the number of shares or units subject to the applicable Three-Year Performance-Based Award by a fraction, the numerator of which is the number of days elapsed between the first day of the performance period of the Three-Year Performance-Based Award and Executive’s termination date and the denominator of which is the total number of days in the performance period for the applicable Three-Year Performance-Based Award) (such portion, the “Pro-Rated Portion”) shall remain eligible to be earned at the end of the performance period applicable to the Three-Year Performance-Based Award based upon actual achievement of the applicable performance metrics in accordance with the terms of the applicable award agreements and equity incentive plans and any Pro-Rated Portion that is earned at the end of the performance period shall be immediately fully vested.

Performance-Based Equity Awards. Vesting of the earned portion of any of Executive’s outstanding and unvested equity awards subject to performance-based vesting (excluding any Time-Based Awards) (such awards, “Performance-Based Awards”) for which the performance period is complete as of the termination date. In addition, for any Performance-Based awards held by Executive with a single three-year performance period for which the performance period is not complete as of the termination date (“Three-Year Performance-Based Awards”) and provided that Executive has been in the employ of the Company for at least six months of the performance period, except as otherwise provided in the applicable award agreement, a pro-rated portion of any such Three-Year Performance-Based Award (with pro-ration determined by multiplying the number of shares or units subject to the applicable Three-Year Performance-Based Award by a fraction, the numerator of which is the number of days elapsed between the first day of the performance period of the Three-Year Performance-Based Award and Executive’s termination date and the denominator of which is the total number of days in the performance period for the applicable Three-Year Performance-Based

Performance-Based Equity Awards. Award Vehicle The Performance-Based Equity Awards will be granted in the form of RSUs, subject to the CFO’s continued employment in good standing by the Company through the Performance Award Grant Date. Performance-Based Grant • Subject to the Performance Threshold conditions (immediately below) and the Vesting Schedule, RSUs representing a right to acquire $3,240,000 of Common Stock.

Performance-Based Equity Awards. To the extent any of the performance goals applicable to Executive’s option to purchase shares of Company common stock granted on March 11, 2014 (the “Performance-Based Option”) are achieved prior to the nine-month anniversary of the Retirement Date, the Performance-Based Option shall immediately vest in respect of that number of shares of Company common stock that correlates with such performance goal achievement, and Executive shall have until the three-month anniversary of the date of such achievement to exercise the Performance-Based Option in respect of such shares. Any portion of the Performance-Based Option that remains unvested as of the nine-month anniversary of the Retirement Date shall thereupon terminate. Any portion of the Performance-Based Option that vests and remains unexercised on the three-month anniversary of the applicable vesting date shall thereupon terminate.

Performance-Based Equity Awards. In connection with Employee’s execution of this Agreement, Employee shall be eligible for equity incentive awards as follows: (a) As part of the BioCryst Pharmaceuticals Performance Management & Compensation Planning program, you will be eligible for additional long term equity awards (mix of stock options and restricted stock awards). The actual equity award pool will be determined each year, with individual equity awards based on Employee performance assessment and results against individual objectives. All equity awards will reflect the specific guidelines of the program, are subject to approval each year by the Compensation Committee of the Board and subject to the requirements of state and federal laws. (b) The parties intend for the Option to qualify as “incentive stock options,” as that term is defined in Section 422 of the Internal Revenue Code of 1986, as amended (“Section 422”) to the fullest extent possible. The parties understand that the portion of the Option, together with the portion of any other incentive stock option granted by BioCryst and its parent and subsidiary corporations, if any, which may become exercisable in any year in excess of an aggregate of $100,000 fair market value, determined as of the date the Option or such other Option, as the case may be, was granted, and may not be treated as an incentive stock option under Section 422. (c) The award set forth in paragraph 3(a) above will vest, contingent on Employee’s continued provision of services to the Company on each respective vesting date, over a period of 4 years as follows: The Option will initially become exercisable for 25% of the Optioned Shares upon Optionee’s completion of twelve (12) months of Service (as defined in the Standard Stock Option Agreement) measured from the Grant Date and will become exercisable for the balance of the Optioned Shares at the rate of 25% of the Optioned Shares upon Optionee’s completion of each additional year of Service measured from the first anniversary of the Grant Date for the following three years until fully vested on the fourth anniversary of the grant. (d) The stock option and restricted stock awards set forth in paragraph 3(a ) above shall be granted under and subject to the terms of the BioCryst Pharmaceuticals, Inc. Stock Incentive Plan (the “Stock Incentive Plan”). All awards shall be subject to the terms of specific award agreements between the Employee and the Company, which Employee will be required to execute as a conditio...