Preferred Stock; Performance Based Compensation Sample Clauses

Preferred Stock; Performance Based Compensation. (1) Issuance Upon the execution hereof, the Employee shall receive FOUR HUNDRED SIXTY THOUSAND (460,000) shares of GreenShift Series B Preferred Stock (the "Employee Series B Shares") which shares have a FIXED conversion ratio of ONE (1) Series B preferred share to TWENTY-FIVE (25) common shares and correspond to ELEVEN MILLION (11,500,000) GreenShift common shares. (2) Restrictions on Conversion i. TWENTY SIX THOUSAND EIGHT HUNDRED SEVENTEEN (26,817) Employee Series B Shares shall be convertible on or after January 1, 2008 into SIX HUNDRED SEVENTY THOUSAND FOUR HUNDRED THIRTY FIVE (670,435) GreenShift common shares. ii. ONE HUNDRED SEVENTY THREE THOUSAND ONE HUNDRED EIGHTY THREE (173,183) Employee Series B Shares shall be convertible into FOUR MILLION THREE HUNDRED TWENTY NINE THOUSAND FIVE HUNDRED SEVENTY FIVE (4,329,575) GreenShift common shares on a prorated basis in conjunction with GreenShift's realization of FIFTY MILLION DOLLARS ($50,000,000) in annualized earnings before interest, taxes, depreciation and amortization and non-cash and non-recurring items ("EBITDA"). For example, and for the avoidance of doubt, in the event that GreenShift realizes TEN MILLION ($10,000,000) in annualized EBITDA, Employee may permissibly convert TWENTY PERCENT (20%) of the Employee Series B Shares; and, in the event that GreenShift realizes TWENTY MILLION ($20,000,000) in annualized EBITDA, Employee may permissibly convert FORTY PERCENT (40%) of the Employee Series B Shares, and so on. iii. FORTY THOUSAND (40,000) Employee Series B Shares shall be convertible into ONE MILLION (1,000,000) GreenShift common shares upon the completion by GreenShift of a minimum of FIFTY MILLION ($50,000,000) in new financing on a pro rated basis (not including any financing closed prior to March 31, 2008) to support the construction of GreenShift various corn oil extraction and biodiesel production projects. iv. FORTY THOUSAND (40,000) Employee Series B Shares shall be convertible into ONE MILLION (1,000,000) GreenShift common shares once the market price for GreenShift common stock trades at or above ONE DOLLAR ($1.00) per share for THREE (3) consecutive months. v. SIXTY THOUSAND (60,000) Employee Series B Shares shall be convertible into ONE MILLION FIVE HUNDRED THOUSAND (1,500,000) GreenShift common shares once the market price for GreenShift common stock trades at or above TWO DOLLARS ($2.00) per share for THREE (3) consecutive months. vi. SIXTY THOUSAND (60,000) Employee Series B S...
Sample 1
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Preferred Stock; Performance Based Compensation. (1) Amendment to Series D Preferred Stock Certificate of Designations GreenShift, Viridis and Employee shall solicit the consent of YA Global to the amendment by GreenShift of the terms and conditions of the Certificate of Designations for GreenShift’s Series D Preferred Stock (the :Series D CD”). Currently, the Series D CD provides for the conversion of the series D Shares into GreenShift’s fully-diluted common stock, which includes all common shares outstanding plus all common shares potentially issuable upon the conversion of all derivative securities not held by Viridis (the “Conversion Ratio”). GreenShift, Viridis and Employee hereby agree to amend the Series D CD to reduce the amount of shares issuable upon conversion of the Series D Shares and to restrict Viridis’ ability to convert the Series D Shares based on the terms set forth herein provided that no such amendment shall be filed or in any way be made effective until and unless each of the following conditions have been satisfied: a) GreenShift shall have completed a minimum of FIFTY MILLION ($50,000,000) in new financing (not including any financing closed prior to March 31, 2008) to support the construction of GreenShift’s various corn oil extraction and biodiesel production projects; b) YA Global has either given its prior written consent or has been fully paid off; c) All guarantees executed by Employee and Viridis for the benefit of GreenShift and/or any of its subsidiaries and/or affiliates shall have been discharged and/or removed such that neither Employee nor Viridis retains any continuing liability for any such guarantee; and d) There shall have occurred no event of default by GreenShift and/or any of its subsidiaries and/or affiliated of any of its or their obligations to any of its or their secured creditors, nor any sale, assignment or other transfer of any secured debt issued by GreenShift and/or any of its subsidiaries and/or affiliates in the absence of Employee’s and Viridis’ written consent.
Sample 1

Related to Preferred Stock; Performance Based Compensation

  • 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.

  • Equity-Based Compensation The Executive shall retain all rights to any equity-based compensation awards to the extent set forth in the applicable plan and/or award agreement.

  • 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.

  • 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.

  • Equity-Based Awards (a) Except as set forth in Section 2.04(a) of the Company Disclosure Letter, the terms of each outstanding option to purchase shares of Company Stock under any equity compensation plan of the Company (a “Company Stock Option”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, each Company Stock Option outstanding immediately prior to the Effective Time shall be converted into an option (each, an “Adjusted Option”) to acquire, on the same terms and conditions as were applicable under such Company Stock Option immediately prior to the Effective Time, the number of shares of Parent Stock equal to the product of (i) the number of shares of Company Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Per Share Consideration, with any fractional shares rounded down to the next lower whole number of shares. The exercise price per share of Parent Stock subject to any such Adjusted Option will be an amount (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of Company Stock subject to such Company Stock Option immediately prior to the Effective Time divided by (B) the Per Share Consideration, with any fractional cents rounded up to the next higher number of whole cents. Notwithstanding the foregoing, if the conversion of a Company Stock Option in accordance with the preceding provisions of this Section 2.04(a) would cause the related Adjusted Option to be treated as the grant of new stock right for purposes of Section 409A of the Code, such Company Stock Option shall not be converted in accordance with the preceding provisions but shall instead be converted in a manner that would not cause the related Adjusted Option to be treated as the grant of new stock right for purposes of Section 409A. Except as set forth in Section 2.04(a) of the Company Disclosure Letter, no Company Stock Option shall be subject to accelerated vesting upon or in connection with the transactions contemplated herein. (b) Each restricted stock award or performance share award outstanding immediately prior to the Effective Time under any equity compensation plan of the Company (each, a “Company Stock Award”) shall be adjusted as necessary to provide that, at the Effective Time, such Company Stock Award shall be converted into a restricted stock award or performance share award, as applicable, relating to the number of shares of Parent Stock equal to the product of (i) the number of shares of Company Stock relating to such Company Stock Award immediately prior to the Effective Time multiplied by (ii) the Per Share Consideration, with any fractional shares rounded down to the next lower whole number of shares. Except as set forth in Section 2.04(b) of the Company Disclosure Letter, each converted Company Stock Award shall be subject to the same terms, conditions and restrictions as were applicable under such Company Stock Award immediately prior to the Effective Time. Notwithstanding the foregoing, any Company Stock Award vesting condition contingent on the achievement of specified Company stock targets (“Stock Vesting Targets”) shall be adjusted so that each Stock Vesting Target is equal to the quotient of: (A) the Stock Vesting Target divided by (B) the Per Share Consideration, with any fractional cents rounded up to the next higher number of whole cents. Except as set forth in Section 2.04(b) of the Company Disclosure Letter, no Company Stock Award shall be subject to accelerated vesting upon or in connection with the transactions contemplated herein. (c) Parent shall take such actions as are necessary for the assumption of the Company Stock Options pursuant to this Section 2.04, including the reservation, issuance and listing of Parent Stock as is necessary to effectuate the transactions contemplated by this Section 2.04. Parent shall prepare and file with the SEC a registration statement on an appropriate form, or a post-effective amendment to a registration statement previously filed under the 1933 Act, with respect to the shares of Parent Stock subject to the Company Stock Options and, where applicable, shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Effective Time and to maintain the effectiveness of such registration statement covering such Company Stock Options (and to maintain the current status of the prospectus contained therein) for so long as any such Company Stock Options remain outstanding. With respect to those individuals, if any, who, subsequent to the Effective Time, will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, Parent shall administer any equity compensation plan of the Company assumed pursuant to this Section 2.04 in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent such equity compensation plan of the Company complied with such rule prior to the Merger. (d) Prior to the Effective Time, the Company shall, with respect to stock option or compensation plans or arrangements, use its reasonable efforts to give effect to the transactions contemplated by this Section 2.04.

  • Performance Awards With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals have been attained will be determined by the Board.

  • Performance Share Awards On the Performance Share Vesting Date next following the Executive's date of death, the number of Performance Shares that shall become Vested Performance Shares shall be determined by multiplying (a) that number of shares of Company Common Stock subject to the Performance Share Agreement that would have become Vested Performance Shares had no such termination occurred; provided, however, in no case shall the number of Performance Shares that become Vested Performance Shares exceed 100% of the Target Number of Performance Shares set forth in the Performance Share Agreement, by (b) the ratio of the number of full months of the Executive's employment with the Company during the Performance Period (as defined in the Performance Share Agreement) to the number of full months contained in the Performance Period. Vested Common Shares shall be issued in settlement of such Vested Performance Shares on the Settlement Date next following the Executive’s date of death.

  • Stock-Based Awards The vesting of any stock-based compensation awards which constitute Section 409A Deferred Compensation and are held by the Executive, if the Executive is a Specified Employee, shall be accelerated in accordance with this Agreement to the extent applicable; provided, however, that the payment in settlement of any such awards shall occur on the Delayed Payment Date. Any stock based compensation which vests and becomes payable upon a Change in Control in accordance with Section 8(e)(i) shall not be subject to this Section 22(d).

  • Performance Award You are hereby awarded, on the Grant Date, a Performance Award with a target value of [AMOUNT].

  • Performance Shares Each Performance Share is a bookkeeping entry that records the equivalent of one Share. Upon the vesting of the Performance Shares as provided in Section 2, the vested Performance Shares will be settled as provided in Section 3.

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