Phantom Stock Compensation Sample Clauses

Phantom Stock Compensation. (a) As additional compensation for the services provided by the Executive to the Company, effective as of the Effective Date, the Company grants to the Executive, and the Executive is credited with, 5,441 phantom stock units ("Units"). The Units shall, subject to the provisions of this Agreement, become vested cumulatively as follows: (1) On each of the first two annual anniversaries of the Effective Date, one-half of the total number of Units granted hereunder, subject to adjustment as provided in Section 1(c) hereof, shall become vested; and (2) Notwithstanding anything to the contrary contained in this Section 1(a), all Units shall become vested upon a "Change in Control" of the Company, as such term is defined in Appendix A to this Agreement. All Units which shall have become vested pursuant to this Section 1(a) are hereinafter referred to as "Vested Units." (b) The Company shall pay to the Executive as additional compensation (the "Phantom Stock Benefit") an amount, determined as of the Valuation Date (as hereinafter defined), equal to the product of (1) the number of Units then credited to the Executive hereunder which shall have become Vested Units pursuant to Section 1(a) hereof (after giving effect to the adjustments provided for in Section 1(c) below) multiplied by (2) the Value (as hereinafter defined) of one share of Common Stock on the Valuation Date. The Phantom Stock Benefit shall be paid to the Executive in cash, subject to any applicable payroll or other taxes required to be withheld, not later than the 30th day following the Valuation Date. Nothing in this Section 1 shall be deemed to grant to the Executive any right in or to, or any right to purchase or otherwise acquire, any shares of Common Stock (or any securities convertible into Common Stock). (c) In the event of a change in the number of outstanding shares of Common Stock by reason of any dividend payable in shares of Common Stock, or by reason of any stock split, reverse stock split or combination of shares, the number of Units credited to the Executive hereunder shall be increased or decreased, as the case may be, in the same proportion. Any such adjustment shall be made by the good faith determination of the Board, which determination shall be conclusive. (d) If the Company shall spin-off a significant subsidiary or shall make a substantial non-cash distribution to its stockholders, in partial liquidation or otherwise (excluding, however, any Change in Control of the Company or ...
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Phantom Stock Compensation. (i) As compensation for the services provided by the Executive to the Company prior to the date hereof in connection with the Merger, upon the execution of this Agreement the Company shall grant to the Executive, and the Executive shall be credited with, 350 phantom stock units ("Units"). The Units shall become vested if, and only if, the Merger is consummated on or prior to the close of business on December 31, 1997 and the Executive becomes the Non-Executive Chairman pursuant to the terms of this Agreement. If the Merger is consummated on or prior to such date and the Executive becomes the Non-Executive Chairman pursuant to the terms of this Agreement, the Units shall, subject to the provisions of this Agreement, become vested cumulatively as follows: (1) On or after the Effective Date, 50 Units, subject to adjustment as provided in Section 3(c)(iii) hereof, shall become vested; (2) On or after each of the first three annual anniversaries of the date of this Agreement, an additional 100 Units, subject to adjustment as provided in Section 3(c)(iii) hereof, shall become vested; and (3) Notwithstanding anything to the contrary contained in this Section 3(c), all Units shall become vested upon a "Change in Control" (as defined herein) of the Company. "Change in Control" shall mean either (A) an acquisition (other than directly from the Company) of 25 percent or more of the beneficial interest in the voting stock of the Company by a party other than the Company or a Company- sponsored benefit plan, or (B) a change in the Board as a result of which the current directors (together with the successors they nominate or approve for nomination) cease to be a majority of the Board; provided, however, that in no event shall the Merger be deemed to constitute an acquisition within the meaning of clause (A) of this Section 3(c)(i)(3) or a change in the Board within the meaning of clause (ii) of this Section 3(c)(i)(3). All units which shall have become vested pursuant to this Section 3(c)(i) are hereinafter referred to as "Vested Units."
Sample 1

Related to Phantom Stock Compensation

  • Stock Compensation The Executive shall be eligible to receive stock-based compensation, whether stock options, stock appreciation rights, restricted stock grants or otherwise, under the Parent’s Amended and Restated 2004 Long Term Incentive Plan or other stock-based compensation plans as Parent may establish from time to time (collectively, the “Plans”). The Executive shall be considered for such grants no less often than annually as part of the Board’s annual compensation review, but any such grants shall be at the sole discretion of the Board.

  • Stock Based Compensation Executive will be eligible to participate in the Company's Employee Stock Purchase Plan and to be considered by the Compensation Committee for grants or awards of stock options or other stock-based compensation under the Company's Stock Incentive Plan or similar plans from time to time in effect. All such grants or awards shall be governed by the governing Plan and shall be evidenced by the Company's then standard form of stock option, restricted stock or other applicable agreement.

  • Bonus Compensation During the term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.

  • Cash Compensation The Company shall pay to the Executive compensation for his services during the Contract Period as follows:

  • Basic Compensation (a) SALARY. Executive will be paid an annual base salary of $115,000.00, subject to adjustment as provided below (the "Salary"), which will be payable in equal periodic installments according to Employer's customary payroll practices, but no less frequently than monthly. The Salary will be reviewed by the Board of Directors not less frequently than annually, and shall be increased on each anniversary of the Effective Date during the term hereof by an amount equal to not less than ten percent (10%) of the prior year's base salary.

  • Extra Compensation The Board shall pay no fees, other than described above, to the PA/E unless authorized by the Board as follows: A. If the scope of the Project or site is changed, the Board and the PA/E shall negotiate a reasonable fee based upon the probable estimated construction cost in changing the scope of the work and the approximate percentage of the estimated construction cost which was used to negotiate this Agreement if, and, as such may be applicable. B. If the DOE or Board requires the PA/E to make major or costly changes to the Schematic, Preliminary or Construction Document Phase submittals, which changes are not caused by architectural or engineering error or oversight, the PA/E shall be paid to redesign for additional expenses in an amount agreed to by the parties. Under no circumstances will the principals of the PA/E and the principals of his consultants be paid a fee in excess of $125.00 per hour.

  • Separation Compensation In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the following:

  • Director Compensation Petitioner shall not compensate members of the Charter School’s Governing Board in excess of reasonable expenses incurred in connection with actual attendance at board meetings or with performance of duties associated therewith.

  • Annual Bonus Compensation Executive shall be eligible to receive a bonus each Contract Year (“Annual Bonus”) as the Compensation Committee of the Board of Directors shall determine. Executive’s Annual Bonus shall be determined in accordance with the Company’s executive compensation policies as in effect from time to time during the Term and shall be based, in part, on his achieving his individual performance goals for the year and, in part, on the Company’s achieving its performance goals for the year.

  • 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.

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