Prior Awards. Any stock, stock options, or other equity awards that Executive has already been granted by the Company shall continue to be governed in all respects by the terms of the applicable grant agreements, grant notices, and plan documents, except as otherwise provided in this agreement.
Prior Awards. Notwithstanding anything to the contrary in any prior award agreement granted under the Plan or any other prior employee incentive plan, including, without limitation, the Xxxxxxxx Xxxxxx Grocery Center REIT I, Inc. Amended and Restated 2010 Long-Term Incentive Plan (collectively, the “Plans”), the definitions of Cause, Disability, Good Reason, Retirement, and Severance Plan in this Exhibit A shall apply to all awards granted under the Plans on or prior to the date hereof and entirely supersede and replace any similar definitions applicable to such prior awards. The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, Treasury Regulations Section 1.83-2 promulgated thereunder, and Rev. Proc. 2012-29, 2012-28 IRB, 06/26/2012, to include in gross income as compensation for services the excess (if any) of the fair market value of the property described below over the amount paid for such property.
1. The name, address and taxpayer identification number of the undersigned are: Name: ______________________________________ (the “Taxpayer”) Address: _____________________________________ Social Security No./Taxpayer Identification No.: ____________________ Taxable Year: Calendar Year ____
2. Description of property with respect to which the election is being made: The election is being made with respect to _________ Class B Units (“LTIP Units”) in Xxxxxxxx Xxxxxx Grocery Center Operating Partnership I, L.P. (the “Partnership”).
3. The date on which the LTIP Units were transferred to the undersigned is _________________________.
4. Nature of restrictions to which the LTIP Units are subject:
(a) With limited exceptions, until the LTIP Units vest, the Taxpayer may not transfer in any manner any portion of the LTIP Units without the consent of the Partnership.
(b) The Taxpayer’s LTIP Units vest in accordance with the vesting provisions described in the Schedule attached hereto. Unvested LTIP Units are forfeited in accordance with the vesting provisions described in the Schedule attached hereto.
5. The fair market value at time of transfer (determined without regard to any restrictions other than a nonlapse restriction as defined in Treasury Regulations Section 1.83-3(h)) of the LTIP Units with respect to which this election is being made was $0 per LTIP Unit.
Prior Awards. The order may not require the payment of benefits to an alternate payee which are required to be paid to another alternate payee under another order previously determined to be a qualified domestic relations order.
Prior Awards. Executive currently holds 1,386,000 shares of the Company’s common stock (post Share Exchange), which were issued pursuant to the terms of certain Stock Purchase Agreements originally entered into between Executive and each Project Entity (each, a “Share Award”). Executive currently holds restricted stock units (“RSUs,” and collectively with the Share Awards, the “Prior Awards”) covering 122,881 shares of the Company’s common stock (post Share Exchange). These equity awards will continue to be governed by the terms of the applicable equity plans and award agreements.
Prior Awards. Notwithstanding anything to the contrary in any prior award agreement granted under the Plan or any other prior employee or executive incentive plan of the Company or its Subsidiaries or affiliates, including, without limitation, the Xxxxxxxx Xxxxxx Grocery Center REIT I, Inc. Amended and Restated 2010 Long-Term Incentive Plan (collectively, the “Plans”), the definitions of Cause, Change in Control, Disability, Good Reason, Retirement, and Severance Plan in the Agreement and this Exhibit A shall apply to all awards granted under the Plans on or prior to the date hereof and entirely supersede and replace any similar definitions applicable to such prior awards. [1] This exhibit is for time-based awards for employees other than SVPs and Executives. Exhibit A2 Name of Grantee: No. of Restricted Stock Units: Grant Date:
Prior Awards. In consideration of the grant of the Award pursuant to this Agreement, the Participant agrees that Base Value with respect to any Award granted to the Participant under the Plan prior to the date hereof shall have the meaning of Base Value in the Plan, as amended on February 15, 2008.
Prior Awards. You shall be entitled to vest in, and to receive benefits under, all outstanding awards previously granted to you by the Company in accordance with the terms of such awards.
Prior Awards. Executive will remain as a participant in the Company’s 2003 Long Term Incentive Plan (the “LTIP”) with respect to the Awards previously granted in January 2003, 2004, and 2005 and will be eligible to vest under these awards to the extent applicable performance criteria are met at the end of the respective performance periods (12/31/05; 12/31/06; and 12/31/07) or otherwise as provided in the LTIP upon a Change of Control (as therein defined) or otherwise, subject to and in accordance with the provisions of the original award agreements, provided that the termination of his employment other than for Cause before conclusion of a performance period shall not affect the vesting of the awards as of the conclusion of the performance period, notwithstanding any contrary provision of the LTIP.
Prior Awards. The Executive has received (A) an equity grant (the “Restricted Stock Award”) in the form of 396,196 restricted shares of the Company’s common stock (the “Restricted Stock”), of which 297,147 shares of the Restricted Stock have vested and the remaining 99,049 shares of Restricted Stock Award will vest on November 19, 2015 and (B) a grant of performance-based restricted stock units (the “PSUs”) in respect of 300,000 shares of the Company’s common stock as of January 1, 2014 of which 60,000 shares have vested and the remaining 240,000 shares will vest based on the attainment of the performance goals set forth in the PSU award agreement; provided, however, that upon a “Change in Control,” (i) all unvested shares of Restricted Stock will immediately vest and (ii) all performance goals applicable to the PSUs shall be deemed to have been satisfied and the PSUs that would have vested on the last day of each remaining performance period had all of the performance goals been satisfied shall vest on each such day provided the Executive remains employed as of such day. For purposes of this Agreement, a Change in Control shall mean any of the following:
(1) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 4(c)(1), the following acquisitions shall not constitute a Change in Control: (i) any acquisition by an Excluded Person (as defined below) (ii) any acquisition directly from the Company, (iii) any acquisition by the Company, (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate or (v) any acquisition by any corporation pursuant to a transaction that complies with Sections 4(c)(2)(A) or 4(c)(2)(B) below;
(2) Consummation of (i) a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any affiliate, (ii) a sale or other disposition of all or substantially all of the assets of the Company, or (iii) the acquis...
Prior Awards. Employee’s previously granted equity awards that remain outstanding as of the date of this Agreement are described in Exhibit A and shall be treated in accordance with the terms of the applicable award agreements and the Company’s 2012 Stock Incentive Plan (the “Equity Plan”) (including, for the avoidance of doubt, upon any termination of Employee’s employment).
