Performance Equity Grant. Subject to the approval by the Board (or its committee), the Executive will be eligible to receive annual performance-based stock incentive grant in the form of RSUs, covering Company Shares, for the fiscal years commencing 2023-24 onwards, having a Value equal to Rupees Thirty Four Crores and Seventy Five Lakhs (INR 347,500,000). For the fiscal year 2022-23, the Executive will be eligible to receive an annual performance-based stock incentive grant in the form of RSUs covering Company Shares, as soon as practicable, after the receipt of the shareholders’ approval and having a Value equal to Rupees Twenty One Crores and Seventy Five Lakhs (INR 217,500,000). All annual performance-based stock incentive grants made in pursuance of this Section 2(iii)(b) are hereinafter referred to as the “Annual Performance Equity Grant”. The number of RSUs that will vest under each Annual Performance Equity Grant shall be calculated upon the Executive’s successful completion of each full fiscal year with the Company, the first of which shall conclude on March 31, 2023. In addition, the vesting of the Annual Performance Equity Grant is subject to the Company’s achievement of certain milestones as determined by the Board (or its committee) in its sole discretion, from time to time, in consultation with the Executive; and any RSUs that do not vest as a result of the failure of the Company to meet the milestones shall be forfeited. The Annual Performance Equity Grant shall be granted to Executive within sixty (60) days of the beginning of each fiscal year during the Executive’s Term, except for Annual Performance Equity Grant for the fiscal year 2022-23. The RSUs shall vest as soon as practicable, after the Board (or its committee) determines the number of RSUs that will vest under each Annual Performance Equity Grant but in no event later than the 15th day of the 3rd month following the close of the Company’s fiscal year in which such grant was made.
Performance Equity Grant. (i) Company shall grant to Executive an equity award that shall have an equity value equal to $250,000.00 on the date of grant. Based on the equity value on the date of grant, one-third of the equity award will be comprised of restricted stock units (“Additional RSUs”) (rounded down to the nearest whole number of units), one-third of the equity award will be comprised of stock options (“Additional Stock Options”) (rounded down to the nearest whole share), and the remaining one-third of the equity award will be comprised of performance shares based on relative total shareholder return (“Additional Performance Shares”)(rounded down to the nearest whole share). The equity value of Additional RSUs and Additional Performance Shares will be determined based on the closing price of a share of Company common stock, par value $.01 per share, on the date of grant. Equity value of Additional Stock Options will be determined based on the standard option valuation formula used by Company. The grant of the Additional RSUs, Additional Stock Options and Additional Performance Shares provided by this subsection shall generally be made in an administratively reasonable period of time following the date that Executive signs the Fourth Amendment, subject to compliance with applicable law and the schedule of the Compensation Committee of the Board.
Performance Equity Grant. Subject to the approval of the Company’s Compensation Committee, you will be entitled to receive 50,000 performance-based restricted stock units that will be earned subject to the achievement of performance targets established by 1 Nothing in this letter agreement shall be understood to imply or specify employment for any particular period of time. Employment shall be on an at-will basis, which means that either you or Willis may terminate the employment relationship at any time. the Compensation Committee for the year 2011 (the “Performance-Based RSUs”). The actual performance targets (which shall be consistent with performance targets established for other executive officers), the grant date of the Performance-Based RSUs and the determination of whether such targets have been achieved, will be made by the Company’s Compensation Committee in accordance with its customary practices and procedures followed with respect to performance-based awards for the Company’s executive officers. Provided you are employed by Willis on each of the anniversary dates set forth below and subject to the applicable performance targets being achieved, the Performance-Based RSUs will vest as follows: • 33% on the 1st anniversary of the grant date; • 33% on the 2nd anniversary of the grant date; • 34% on the 3rd anniversary of the grant date. Additional materials describing terms and conditions of the Performance-Based RSUs will be provided to you under separate cover following the grant of the Performance-Based RSUs— such materials will include (i) acceptance forms which you will need to execute to accept the Performance-Based RSUs and (ii) a restrictive covenant agreement in such form as the Company requires in connection with such equity awards. If you do not sign and return the acceptance forms within the prescribed time limit, Willis and/or the Company may, in their respective discretion, cancel the Performance-Based RSUs. Further, you cannot sell or otherwise dispose of the Performance-Based RSUs for a period ending three (3) years from the vesting date of the first tranche of the Performance-Based RSUs without the prior consent of Willis and/or the Company. Notwithstanding the foregoing, you may sell or otherwise dispose of shares of Company stock acquired as a result of the vesting of Performance-Based RSUs in order to meet withholding obligations arising from the vesting of such awards, subject to prior written approval by the Company.
