Restricted Stock Units and Performance Stock Units. You will be granted 25,000 Restricted Stock Units (RSUs) and 25,000 Performance Stock Units (PSUs). The RSUs will be subject to annual cliff vesting, 33% 12 months after their grant date, another 33% 24 months after their grant date, and the balance of 34% 36 months after their grant date. The PSUs are eligible to vest following the Grant Date (the “Performance Period”) if the average of the closing price per share of Everbridge common stock (EVBG), as quoted on NASDAQ, over a consecutive, thirty (30) trading day period (the “Average Closing Price”) equals or exceeds $35 per Share, at which time they would vest 50%. If the Average Closing Price equals or exceeds $45 per Share, 100% of the PSUs would vest. If the Average Closing Price equals or exceeds $55 per Share, 125% of the PSUs would vest. The PSU grant will expire 10 years from Grant Date if not vested. In addition, in the event that, within twelve (12) months following a Change in Control (as defined in the Equity Plan), there is an Involuntary Termination of Service (as defined in the Equity Plan) or you resign for Good Reason (as defined in Section 3(e) below), then any RSUs and PSUs that remain unvested as of such termination date will vest as of such termination date, subject to the provisions of, and as more fully described in, the applicable PSU or RSU Grant Notice.
Restricted Stock Units and Performance Stock Units. Upon approval by the Board of Directors of the Company, you will be granted 27,500 Restricted Stock Units (RSUs) and 27,500 Performance Stock Units (PSUs). The RSUs will vest over four years at 25% per year, starting on the first anniversary of the last day of the month in which the grant date occurs, provided that, there has not been a termination of Continuous Service (as defined in the Company’s 2016 Equity Incentive Plan) as of each such date. The PSUs will vest according to the PSU vesting schedule included as Exhibit A to this Offer Letter. In the event of a Change in Control (as defined in the 2016 Equity Incentive Plan), then the vesting of your RSUs and PSUs shall accelerate as follows: i) for the percentage of shares equal to the number of months of full-time employment as of the date of a change of control divided by forty eight (i.e., number of months of employment divided by 48), as well as, ii) the additional amount of 50% of all of your unvested (as of the date of a Change of Control after the acceleration granted in (i) above) RSUs and PSUs shall vest in full. In the event the acquirer or successor party does not assume or convert 100% of your remaining unvested shares after accelerated vesting in (i) and (ii) above as part of the Change of Control or does not offer equivalently valued new equity incentives to you, then 100% of your remaining unvested RSUs and PSUs will vest in full immediately prior to consummation of the Change of Control.
Restricted Stock Units and Performance Stock Units. Subject to the approval of the Company’s Board of Directors (the “Board”), you will be granted 115,000 RSUs and 115,000 PSUs. RSU grants vest over four years, with 25% vesting after year one and quarterly thereafter. PSU grants vest based on performance measures determined by the Board at the time of grant. If and when the consummation of the Merger (as defined in Section 4(a)) occurs, 55,000 of the PSUs will be forfeited for no consideration. Additional details will be provided upon Board approval. These grants are intended to be a material inducement for you to become an employee of the Company, and they will be subject to the terms of the equity incentive plan, corporate severance plan, and form of agreement pursuant to which they are granted, subject to certain carveouts specified herein. It is expected that the RSUs and PSUs will be granted in the first quarter of 2024, in each case subject to your being an employee of the Company on the date of grant.
Restricted Stock Units and Performance Stock Units. Subject to the approval of the Board of Directors, you will be granted 100,000 RSUs and 100,000 PSUs. RSU grants vest over four years, with 25% vesting after year one and quarterly thereafter. PSU grants vest based on performance measures determined by the Board at the time of grant. Additional details will be provided upon Board approval. These grants are intended to be a material inducement for you to become an employee of the Company, and they will be subject to the terms of the equity incentive plan and form of agreement pursuant to which they are granted. It is expected that the RSUs will be granted within 60 days following your start date, and that the PSUs will granted in the first quarter of 2023, in each case subject to your being an employee of the Company on the date of grant. If the Company undergoes a change-in-control during the first 12 months of your employment,: the acceleration for your initial RSU grant will be limited to a total of 50% of such grant; except if your initial PSUs have been granted, in which case the acceleration for your initial RSU and PSU grants will be limited to a total of 25% of such grants. Thereafter, all equity will be governed by our standard change- in-control acceleration terms, which will be outlined in your employment agreement.
Restricted Stock Units and Performance Stock Units. Effective July 1, 2019, you will be granted 100,000 Restricted Stock Units (RSUs) and 100,000 Performance Stock Units (PSUs) under the Company’s 2016 Equity Incentive Plan (the “Equity Plan”). As an additional incentive, the Company will provide an additional grant in July 2020 of 15,000 RSUs and 15,000 PSUs if the Company has achieved cumulatively 95% or greater of its quarterly plan for each of your first four quarters as CEO. The RSUs will vest over three years at 33.3% per year, starting on the first anniversary of the last day of the month in which the Commencement Date occurs, provided that, (i) there has not been a termination of Continuous Service (as defined in the Company’s 2016 Equity Incentive Plan) as of each such date and (ii) if this Agreement is not renewed for at least one year after the expiration of the initial three-year term, then this Agreement shall be automatically extended to terminate on the third vesting date of the initial 100,000 RSU grant. The PSUs will vest according to the PSU vesting schedule included as Exhibit B. If there is a Change in Control (as defined in the Equity Plan) during the initial three-year employment term, then the vesting of any of the foregoing RSUs and PSUs shall be accelerated as follows: i) for the percentage of shares equal to the number of months of full-time employment as of the date of employment termination divided by thirty six (i.e., number of months of employment divided by 36), as well as, ii) the additional amount of 50% of all of your unvested (as of the date of termination of employment after the acceleration granted in (i) above), the RSUs and PSUs shall vest in full. In addition, in the event that, within twelve (12) months following a Change in Control (as defined in the Equity Plan), there is an Involuntary Termination of Service (as defined in the Equity Plan) or you resign for Good Reason (as defined in Section 3(f) below), then any RSUs and PSUs that remain unvested as of such termination date will vest as of such termination date, subject to the provisions of, and as more fully described in, the applicable PSU or RSU Grant Notice.
Restricted Stock Units and Performance Stock Units. In consideration for Employee’s agreement to the terms of this Agreement, subject to the terms of this Section 8, Northern Trust agrees that Employee shall remain eligible for continued vesting of restricted stock unit (“RSU”) awards and performance stock unit (“PSU”) awards previously granted to Employee pursuant to the Northern Trust Corporation 2017 Long-Term Incentive Plan (the “LTIP”) that remain unvested as of the Separation Date as detailed in Exhibit B. Subject to Employee remaining employed until the Separation Date, Employee signing and not revoking the Release and Supplemental General Release, and Employee’s continued compliance with the terms of this Agreement and the applicable terms of the LTIP and the terms of the applicable Award Notice and Terms and Conditions Relating to Restricted Stock Units and Performance Stock Units as modified by this Section 8 (the “Award Agreement(s)”), Employee’s termination shall be treated as a Retirement for purposes of the RSU awards and PSU awards granted to Employee, and Employee shall become vested and receive a distribution of shares and payment of any dividend equivalents, subject to the terms of the RSU and PSU awards granted pursuant to the LTIP, as detailed in the terms of Exhibit B (“Equity Award Distributions”); provided, however, that, if the Supplemental General Release does not become effective on or before the sixtieth day after his Separation Date or Employee violates the terms of this Agreement or the applicable terms of the LTIP or any applicable Award Agreement, Employee shall forfeit his right to receive the Equity Award Distributions; provided, further, however, that if Employee incurs a termination prior to the Separation Date for any reason, his right to vesting or distribution with respect to such termination shall be determined in accordance with the terms of the applicable Award Agreement; provided, further, that the amounts to which Employee may vest in the future for RSUs and PSUs granted in 2021 and 2022 are further subject to the terms summarized below and in Exhibit B. For the avoidance of doubt, if at any time Employee ceases to be Retired from the Industry (as defined in the Award Agreements) or he otherwise does not satisfy the requirements, including an annual certification, that Employee remains Retired from the Industry, Employee shall immediately forfeit his right to any Equity Award Distributions. Employee’s work in connection with the new business that Employee intends t...
Restricted Stock Units and Performance Stock Units. Effective January 1, 2019, you will be granted 62,500 Restricted Stock Units (RSUs) and 62,500 Performance Stock Units (PSUs) under the Company’s 2016 Equity Incentive Plan (the “Equity Plan”), in addition to your current existing equity. Your first eligibility for a new refresh grant will be in 2020. The RSUs will be subject to annual cliff vesting, 33% 12 months after their grant date, another 33% 24 months after their grant date, and the balance of 34% 36 months after their grant date. The PSUs will vest according to the PSU vesting schedule included as Exhibit A to this Offer Letter. In addition, in the event that, within twelve (12) months following a Change in Control (as defined in the Equity Plan), there is an Involuntary Termination of Service (as defined in the Equity Plan) or you resign for Good Reason (as defined in Section 3(e) below), then any RSUs and PSUs that remain unvested as of such termination date will vest as of such termination date, subject to the provisions of, and as more fully described in, the applicable PSU or RSU Grant Notice.
Restricted Stock Units and Performance Stock Units. To the extent the Covered Termination Date occurs prior to March 6, 2023, then the vesting of any restricted stock units and performance stock units scheduled to vest on or prior to March 6, 2023 shall be accelerated as of immediately prior to the Covered Termination Date. The shares of Company common stock underlying any restricted stock units and performance stock units for which vesting is accelerated pursuant to the preceding sentence shall be issued in accordance with the agreement evidencing such restricted and performance stock units.
Restricted Stock Units and Performance Stock Units. You will be granted 200,000 Restricted Stock Units (RSUs) and 200,000 Performance Stock Units (PSUs) under the Company’s 2016 Equity Incentive Plan (the “Equity Plan”). Your initial RSU grant will vest over four years, with 25% vesting on December 31, 2022, and all remaining RSUs vesting quarterly beginning on the thirteenth month of your employment by the Company, with the first quarterly vesting occurring on the last day of October 2023. The initial 25% RSU vested shares will carry a sale restriction until the first anniversary of the grant date (other than a termination by the Company without Cause, termination due to your death, or immediately prior to a Change in Control (as defined in the Equity Plan)). Your PSU grant will vest according to the PSU vesting schedule included as Exhibit B. You will also be eligible to participate in our annual equity refresh program, beginning in April/May of 2024. If the Company undergoes a Change in Control during the first 12 months of your employment, the acceleration for your initial RSU and PSU grants will be limited to a total of 25% of such grants. Thereafter, all equity grants will be governed by our standard Change in Control acceleration terms, which will be set forth in your equity grant agreements.
Restricted Stock Units and Performance Stock Units. Subject to the approval of the Board of Directors, you will be granted 20,000 RSUs. RSU grants vest over four years, with 25% vesting after year one and quarterly thereafter. Additional details will be provided upon Board approval. It is expected that the RSUs will be granted in the second quarter of 2024, in each case subject to your being an employee of the Company on the date of grant.
