Profits Interest Grant Sample Clauses

Profits Interest Grant. (a) On the Effective Date, the Executive shall be granted profits interests in the Company representing 1.0% of the future profits of the Company generated after the time of such grant. The profits interests shall vest as follows: (i) 1/3rd of the profits interests shall vest on the first anniversary of the Effective Date; (ii) 1/3rd of the profits interests shall vest on the second anniversary of the Effective Date; and (iii) 1/3rd of the profits interests shall vest on third anniversary of the Effective Date, subject to the Executive’s continued employment by the Company on each such vesting date. All vesting of the profits interests shall cease immediately upon the termination of the Executive’s employment by either party for any reason, and the unvested portion of the profits interests will be automatically canceled without consideration and forfeited on the Termination Date. (b) The Executive acknowledges and agrees that the Company’s goal in granting the 1.0% profits interests in Section 2.4(a) is to provide the Executive with up to $1,000,000.00 in profits interests. Therefore, the Executive and the Company agree that, if at any time during the three-year vesting period set forth in Section 2.4(a) a valuation of the Company results in the value of Executive’s profits interests exceeding the $1,000,000.00 target, the number and/or percentage of the unvested profits interests as of the date of the valuation shall be reduced to ensure that the value of the profits interests (both vested and unvested) do not exceed $1,000,000.00. (c) If (i) the Company consummates a merger or other business combination during the Term pursuant to which the Executive becomes employed by a publicly traded company (such company, a “Public Acquiror”), (ii) the board of directors or compensation committee of the Public Acquiror grants the Executive shares of restricted stock of the Public Acquiror, and (iii) the Executive accepts such grant, all of the Executive’s profits interests in Section 2.4(a) (including profits interests that have already vested) shall be canceled without additional consideration as of the date the Executive accepts the restricted stock grant.
Sample 1
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Profits Interest Grant. Within thirty (30) days following the Effective Date, Employee shall be awarded a profits-only membership interest in D&C representing 0.25% of the outstanding membership interests in D&C (the “Profits Interest Grant”), subject to the terms and conditions of a profits-only interest grant agreement to be entered into at the time of grant and any other agreement(s) required to be entered into pursuant thereto (the “Profits Interest Grant Agreement”). Subject to the terms of the Profits Interest Grant Agreement, the Profits Interest Grant shall vest on the third anniversary of the Effective Date; provided, that Employee remains employed by Deerfield or an Affiliate of Deerfield on the day prior to such third anniversary.
Sample 1
Profits Interest Grant. Within thirty (30) days following the Effective Date, Employee shall be awarded a profits-only membership interest in D&C representing 1.5% of the outstanding membership interests in D&C (the “Profits Interest Grant”), subject to the terms and conditions of a profits-only interest grant agreement to be entered into at the time of grant and any other agreement(s) required to be entered into pursuant thereto (the “Profits Interest Grant Agreement”). Subject to the terms of the Profits Interest Grant Agreement, the Profits Interest Grant shall vest as to one-third of the Profits Interest Grant on each of the third, fourth and fifth anniversaries of the Effective Date; provided, that Employee remains employed by Deerfield or an Affiliate of Deerfield on the day prior to each such anniversary, as applicable.
Sample 1
Profits Interest Grant. Executive acknowledges the Executive received an equity award in the form of a Profits Interest granted under the terms of the Xxxxx Group Holdings, LLC Class C Management Incentive Plan (“MIP”) and award agreement. From the management pool, the Executive received an interest equal to .20% of the value of the Company above the base value at February 1, 2016, subject to both time and performance-based vesting under the terms of the Award Agreement and Plan document.
Sample 1

Related to Profits Interest Grant

  • Payment of Restricted Stock Units (a) The Restricted Stock Units that have become non-forfeitable pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B, (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 business days following such Change of Control or the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after the event giving rise to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be the date that is the tenth business day of the seventh month after the date of your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A of the Code).

  • Grant of Restricted Units Subject to the restrictions, terms and conditions of this Agreement, the Company hereby awards to the Participant Restricted Units. The Restricted Units constitute an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Agreement, cash on the applicable vesting date for such Restricted Units as provided herein. Until such delivery, the Participant shall have only the rights of a general unsecured creditor; provided, that if prior to the settlement of any Restricted Unit, (a) the Company pays a cash dividend (whether regular or extraordinary) or otherwise makes a cash distribution to a shareholder in respect of a Share, then the Company shall pay currently to the Participant (on or as soon as practicable (but in no event later than 30 days) following the date on which the underlying dividend or other distribution is made to a shareholder), in respect of each then-outstanding Restricted Unit held by him, an amount equal to any such cash dividend or distribution, and (b) the Company pays a non-cash dividend (whether regular or extraordinary) or otherwise makes a non-cash distribution in Shares or other property to a shareholder in respect of a Share, then the Company shall provide the Participant, in respect of each then-outstanding Restricted Unit held by him, an amount equal to the Fair Market Value (as defined in the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan (the “Plan”)) of such Shares or an amount equal to the fair market value of such other property as reasonably determined by the Company in good faith, as applicable, at the same time as such Restricted Unit vests and is settled under Section 2 below (and the Participant shall forfeit any such right to such amount if such Restricted Unit is forfeited prior to vesting).

  • Grant of Restricted Stock Units The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the date that unit vests in accordance with the express provisions of this Agreement. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the dates on which those vested shares shall become issuable to Participant and the remaining terms and conditions governing the award (the “Award”) shall be as set forth in this Agreement.

  • Grant of Restricted Share Units Subject to all of the terms and conditions of this Award Agreement and the Plan, the Company hereby grants to the Participant [ ] Class A restricted share units (the “RSUs”).

  • Vesting of Restricted Stock Units The restrictions and conditions of Section 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in a Business Relationship (as defined in Section 3 below) on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. Incremental Number of Restricted Stock Units Vested Vesting Date The Administrator may at any time accelerate the vesting schedule specified in this Section 2.

  • Award of Restricted Stock Units The Company, effective as of the date of this Agreement, hereby grants to Participant an award of Restricted Stock Units, each Restricted Stock Unit representing the right to receive one share of Common Stock on such date as set forth herein, plus an additional amount pursuant to Section 2(b) hereof, subject to the terms and conditions set forth in this Agreement.

  • Grant of Restricted Stock Award The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant. Notwithstanding the foregoing, the Company may in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards. If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

  • Grant of Restricted Stock Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Committee hereby grants to the Participant 3,250 restricted shares (the “Restricted Stock”) of common stock of the Company, par value $0.01 per share (“Common Stock”).

  • Award of Restricted Stock The Company hereby awards to the Participant Shares of Restricted Stock (hereinafter, the “Restricted Stock”), subject to the terms and conditions of this Agreement, the Plan and the Company’s Stock Ownership Guidelines. All provisions of the Plan, including defined terms, are incorporated herein and expressly made a part of this Agreement by reference. The Participant hereby acknowledges that he or she has received a copy of the Plan.

  • Grant of Restricted Stock Unit Award The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.

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