Performance-Based Stock Option Sample Clauses

Performance-Based Stock Option. As of the Employment ------------------------------ Commencement Date, Executive shall be granted an additional stock option (the "Performance-Based Stock Option") to purchase a total of eight hundred twenty-four thousand (824,000) shares of Company common stock with a per share exercise price equal to the fair market value of the Company's common stock on the date of grant. The Performance-Based Stock Option shall be for a term of six (6) years (or shorter upon termination of employment relationship with the Company) and, subject to accelerated vesting provisions based on strategic, business and financial objectives as set forth in the Option Agreement governing the Performance-Based Stock Option, shall vest 100% on the date that is seven (7) days immediately prior to the six (6) year anniversary of the Employment Commencement Date, conditioned upon Executive's continued employment with the Company as of each vesting date. Except as specified otherwise herein, the Performance-Based Stock Option is in all respects subject to the terms, definitions and provisions of the Company's Option Agreement, which document is incorporated herein by reference and attached as Exhibit B.
Sample 1
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Performance-Based Stock Option. If the Corporation institutes a performance based stock option program for its senior management in addition to the Corporation's existing Stock Option Plan, Executive shall be entitled to participate in such program on a basis commensurate with Executive's duties and compensation as compared to other employees of the Corporation. Any stock option program instituted by the Corporation shall be subject to modification by the Corporation at any time or from time to time without the consent of Executive, except that any modification that would adversely affect the options previously awarded to Executive shall not be made without the prior written consent of Executive. Nothing in the paragraph shall obligate the Corporation to institute a stock option program or award options to Executive; however, the Corporation and Executive currently contemplate that Executive shall be entitled to receive such options.
Sample 1
Performance-Based Stock Option. Upon the execution of this Agreement by all parties hereto, the Company shall grant to the Employee an option to purchase one million five hundred thousand (1,500,000) shares of Common Stock (the "PERFORMANCE-BASED STOCK OPTION") at an exercise price of $0.26 per share. Subject to the pro rata vesting provisions described in this Section 6.4, the Performance-Based Stock Option shall fully vest upon the occurrence of any one of the following events: (i) the Company obtaining a financing in an amount equal to or greater than Ten Million Dollars (US $10,000,000.00) based upon a valuation of the Company that is equal to or greater than One Hundred Million Dollars (US $100,000,000.00), (ii) the closing price of the Common Stock is equal to or greater than Three Dollars (US $3.00) per share (as reported by Bloomberg L.P.) for a continuous period of thirty (30) business days, or (iii) a transaction in which (A) the Company and/or the shareholders of the Company sell, based on a valuation of the Company that is equal to or greater than One Hundred Million Dollars (US $100,000,000.00), to any person the beneficial ownership (determined under Rule 13d-3 of the regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Securities Exchange Act of 1934) of securities issued by the Company having fifty percent (50%) or more of the voting power of all securities issued by the Company, or (B) the Company merges or consolidates with or transfers substantially all of its assets to another person based on a valuation of the Company that is equal to or greater than One Hundred Million Dollars (US $100,000,000.00). In the event the Company obtains a financing in an amount equal to or greater than Ten Million Dollars (US $10,000,000.00) based on a valuation of the Company that is less than One Hundred Million Dollars (US $100,000,000.00), or the Company successfully consummates the type of transaction described in (ii)(A) or (ii)(B) above based on a valuation of the Company that is less than One Hundred Million Dollars (US $100,000,000.00), the Performance-Based Stock Option shall vest pro rata based on the valuation of the Company; PROVIDED, HOWEVER, no portion of the Performance-Based Stock Option shall vest in the event the Company obtains a financing or successfully consummates the type of transaction described in (ii)(A) or (ii)(B) above based on a valuation of the Company that is less than Fifty Million Dollars (US $50,000,000.00). The fo...
Sample 1
Performance-Based Stock Option. As of the commencement of this agreement, and subject to the unanimous written consent (“Consent”) of the Board of Directors of the Company, Executive shall be granted a stock option (the “Performance-Based Stock Option”) to purchase a total of 350,000 shares of the Company’s common stock with a per share exercise price equal to the fair market value of the Company’s common stock as of the date of said Board’s Consent. The terms and conditions of the Performance-Based Stock Option shall be set forth in a schedule to be attached to the Option Agreement governing the Performance-Based Stock Option, conditioned upon Executive’s continued employment with the Company as of each vesting date. Except as specified otherwise herein, the Performance-Based Stock Option is in all respects subject to the terms, definitions and provisions of the Company’s standard form of the Option Agreement.
Sample 1
Performance-Based Stock Option. The Company has previously granted you an incentive stock option (the “Performance Option”) to purchase 0.30% of the Company’s outstanding common stock, par value $0.001 per share (“Common Stock”) (the option is for 3,000 shares based on the Company having 1,000,000 shares of Common Stock outstanding). The Performance Option has an exercise price of $10.00 per share and vests in full on the fifth (5th) anniversary of the date of the grant, subject to accelerated vesting as follows: (a) one-third of the option will vest upon the Company achieving revenue of $7,449,000 or greater during any given thirteen (13) week period; (b) an additional one-sixth of the option will vest upon the Company achieving revenue of $11,173,500 or greater during any given thirteen (13) week period; (c) an additional one-sixth of the option will vest upon the Company achieving revenue of $14,898,000 or greater during any given thirteen (13) week period; (d) an additional one-sixth of the option will vest upon the Company achieving revenue of $18,622,500 or greater during any given thirteen (13) week period; and (e) the final sixth of the option will vest upon the Company achieving revenue of $22,347,000 or greater during any given thirteen (13) week period. Satisfaction of the preceding milestones will be based upon the Company’s consolidated revenue calculated in accordance with generally accepted accounting principles, consistently applied. If your employment with the Company is terminated by the Company without Cause or by you for Good Reason and within six months thereafter, one or more of the preceding milestones is achieved, then you shall be entitled to exercise the options that vest upon achievement of such milestone(s). Vested options may be exercised, in whole or in part, at any time prior to the tenth anniversary of the date of grant.
Sample 1
Performance-Based Stock Option. As an inducement to employment, a stock option with a grant date fair value of $2,000,000 (the “Initial Option”). The per share exercise price of the Initial Option will be equal to the closing price of the Company’s common stock on the grant date. The Initial Option will have a term of five years. The Initial Option will permit net exercise such that the number of shares issued upon exercise may be reduced by a whole number of shares with a value equal to the aggregate exercise price. The Initial Option is subject to both the time-based vesting condition (the “Time Condition”) and the performance-based vesting conditions (the “Performance Conditions”) described in Section 3(b)(i) and (ii) below, both of which must be satisfied before the Initial Option will be deemed vested and exercisable.
Sample 1
Performance-Based Stock Option. The Performance-Based Stock Option, unless earlier terminated or forfeited, shall be eligible to vest as to 25% of the total number of Shares subject to the Performance-Based Stock Option on each of the first, second, third, and fourth anniversaries of the Date of Grant, subject to the Optionee remaining in continuous Employment on the applicable vesting date, and shall vest on each such date only if the Share Price target set forth below with respect to the relevant vesting date (each such target, the “Share Price Target”) is achieved, as follows: (a) 25% of the total number of Shares subject to the Performance-Based Stock Option on the first anniversary of the Date of Grant, provided the Share Price is equal to or exceeds [·]; (b) 25% of the total number of Shares subject to the Performance-Based Stock Option on the second anniversary of the Date of Xxxxx, provided the Share Price is equal to or exceeds [·]; (c) 25% of the total number of Shares subject to the Performance-Based Stock Option on the third anniversary of the Date of Xxxxx, provided the Share Price is equal to or exceeds [·];and (d) 25% of the total number of Shares subject to the Performance-Based Stock Option on the fourth anniversary of the Date of Xxxxx, provided the Share Price is equal to or exceeds [·]. If, on any vesting date set forth in subsection (a) through (c) above, the Share Price Target is not achieved, the portion of the Stock Option that does not vest shall remain eligible to vest on the next succeeding vesting date or dates set forth in subsections (b) through (d) above and shall thereafter vest if the relevant Share Price Target with respect to such subsequent vesting date or dates is achieved. For example, if the portion of the Stock Option that is eligible to vest pursuant to subsection (a) above does not vest on such date because the Share Price Target set forth in subsection (a) has not been achieved, and, on the next succeeding vesting date, the portion of the Stock Option that is eligible to vest pursuant to subsection (b) vests because the Share Price Target set forth in subsection (b) has been achieved, the portion of the Stock Option set forth in subsection (a) shall also vest on such date. To the extent that the Performance-Based Stock Option, or any portion of thereof, remains unvested as of the final vesting date set forth in subsection (d), the Performance-Based Stock Option, or portion thereof, that is so unvested shall be cancelled with no consideration due...
Sample 1
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Related to Performance-Based Stock Option

  • Stock Option Award In the event of Employee’s involuntary Termination of Employment without Cause or Termination of Employment due to a resignation by Employee for Good Reason that, in either case, occurs on or before the second anniversary of a Change in Control, the Stock Option Award shall become exercisable immediately (whether or not previously exercisable) and shall remain exercisable for the three year period following such Termination of Employment. For this purpose, “Good Reason” has the same meaning determined by Employee’s written employment agreement in effect on the Grant Date. In the event there is no such agreement or definition, then Good Reason means the initial existence of one or more of the following conditions, arising without the consent of the Employee: (1) a material diminution in Employee’s base compensation; (2) a material diminution in Employee’s authority, duties, or responsibilities, so as to effectively cause Employee to no longer be performing the duties of his position; (3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom Employee is required to report.

  • Performance Based Compensation During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.

  • Performance-Based Vesting At the end of each Measurement Year, on the Measurement Date, the percentage of Shares set forth above shall be eligible to vest (the "Eligible Shares"). On each Measurement Date, 50% of the Eligible Shares shall become Vested Shares if at least 90% of the Target EBITDA amount was met for the prior Measurement Year. If more than 90% of the Target EBITDA amount was met for the prior Measurement Year, then the Eligible Shares shall become Vested Shares on a straight line basis such that an additional 5% of Eligible Shares shall become Vested Shares for each 1% that actual Consolidated Adjusted EBITDA exceeds 90% of the Target EBITDA amount.

  • Stock Option Grants Pursuant to the following terms and conditions, the Executive shall be eligible to participate in Holdings’ stock option plan and Holdings agrees as follows: i. Holdings shall establish a stock option plan (“Stock Option Plan”) providing for grants of options (the “Stock Options”) to purchase the common stock of BD Investment Holdings Inc., par value $0.01 (the “Buyer Common Stock”) in amounts not less than (i) 2% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2008 and January 1, 2009 and (ii) 2.5% of the Buyer Common Stock (on a fully-diluted post-exercise basis) in the aggregate per year for all executives, employees and financial advisors of the Company and its subsidiaries, including the Executive, selected by the Board after consultation with, and based on the recommendation of, the CEO, for the calendar years beginning on January 1, 2010 and January 1, 2011. ii. Beginning in January 2008, each annual Stock Option grant shall be made between the first and fifteenth business day of the year, unless the CEO, in his sole discretion, shall agree with the Board to a later date during such year (the “Default Date”). If the Board does not approve Stock Option grants in the amounts set forth in Section 4(c)(i) by the Default Date, then Stock Options in such amounts shall be granted pro-rata to existing option holders and employee stockholders as of such date of grant, except that the CEO’s share of such Stock Option grants shall be reduced by 75% and the other four most highly compensated executives’ share of such Stock Option grants shall be reduced by 50%. iii. The per share exercise price of each Stock Option shall be equal to the Fair Market Value of a share of Buyer Common Stock on the date of grant. Each Stock Option granted shall vest in five equal tranches on each of the first five anniversaries of the date of grant subject to the option holder’s continued employment as of each such vesting date; provided, however, that all Stock Options shall automatically vest in full upon a “change in control” (as defined in the Option Plan, it being understood that an IPO shall in no event constitute a change in control). Notwithstanding any provision of this Agreement to the contrary, following an IPO, no additional Stock Options shall be granted pursuant to the Stock Option Plan. iv. Upon termination of his employment, the portion of any Stock Option granted to the Executive which has not yet vested shall terminate. In the event the Executive’s employment terminates for any reason other than for Cause, the Executive may exercise any vested portion of any Stock Option held by him on the date of termination provided that he does so prior to the earlier of (A) ninety (90) days following termination of employment and (B) the expiration of the scheduled term of the Stock Option. Notwithstanding the foregoing, if the Executive’s employment is terminated due to death or disability (as defined in Section 5(b)), then the Executive or, as applicable in the event of death, his beneficiary or estate, may exercise any vested portion of any Stock Option held by the Executive on the date employment terminates for the shorter of (A) the period of twelve (12) months following the termination date and, (B) with respect to each Stock Option individually, the expiration of the scheduled term of such Stock Option. Upon a termination of the Executive’s employment by the Company for Cause, all Stock Options shall be forfeited immediately. v. Holdings, the Company and the Executive agree to cooperate to structure the Stock Option Plan so as to minimize or avoid additional taxes and interest that would otherwise be imposed on the Executive with respect to options granted under the Stock Option Plan pursuant to Section 409A of the Internal Revenue Code as amended (the “Code”); provided, however, that the Company shall have no obligation to grant the Executive a “gross-up” or other “make-whole” compensation for such purpose.

  • Vesting of Stock Options All unvested stock options held by Executive, if any, shall vest immediately upon a Change of Control Termination as defined in Section 6.1.

  • Stock Option Grant Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Participant herein provided, the Company hereby grants to the Participant an Option to purchase from the Company the number of shares of Common Stock, at the exercise price per share, and on the schedule, set forth above.

  • Incentive Stock Options If the Shares are held for more than twelve (12) months after the date of the transfer of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will be treated as long term capital gain for federal and California income tax purposes. If Shares purchased under an ISO are disposed of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price.

  • Stock Option Plan The Executive shall be eligible to participate in the Company's Stock Option Plan in accordance with the terms and conditions thereof.

  • Company Stock Options At the Effective Time, each Company Stock --------------------- Option shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be deemed an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, that number of shares of Surviving Corporation Common Stock that would have been received in respect of such Company Stock Option if it had been exercised immediately prior to the Effective Time (such Company Stock Options assumed by Evergreen, the "Assumed Chancellor Stock Options"); provided, however, that, for -------- ------- each optionholder, (i) the aggregate fair market value of Surviving Corporation Common Stock subject to Assumed Chancellor Stock Options immediately after the Effective Time shall not exceed the aggregate exercise price thereof by more than the excess of the aggregate fair market value of Company Common Stock subject to Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price of the Assumed Chancellor Stock Option to the fair market value of the Surviving Corporation Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option to the fair market value of the Company Common Stock immediately before the Effective Time; and provided, -------- further, that no fractional shares shall be issued on the exercise of such ------- Assumed Chancellor Stock Option and, in lieu thereof, the holder of such Assumed Chancellor Stock Option shall only be entitled to a cash payment in the amount of such fraction multiplied by the closing price per share of Surviving Corporation Common Stock on the Nasdaq National Market on the business day immediately prior to the date of such exercise.

  • Stock Option Plans Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

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