Retention Equity Awards Sample Clauses

Retention Equity Awards. Prior to the Closing, the Company, following Parent’s specific directions (after consultation with the Company) identifying the recipients, allocations and terms thereof (which will include a vesting schedule identical to Parent’s employee restricted stock unit or option vesting schedule, as applicable), will grant Company RSUs and Company Options having an aggregate value equal to $7,000,000 (or such higher amount as instructed by Parent in writing prior to the Closing) (the “Retention Plan” and the Company RSUs issued under the Retention Plan, the “Retention RSUs” and the Company Options issued under the Retention Plan, the “Retention Options”), to be effective immediately prior to the Effective Time (the aggregate value based on Parent’s methodology of calculating the value of equity grants). Immediately prior to the Effective Time, each Retention Option will automatically be canceled and substituted for as provided in Section 1.6(a)(i)(B). Immediately prior to the Effective Time, each Retention RSU will automatically be canceled and substituted for as provided for in Section 1.6(a)(iii). For the avoidance of doubt, the Retention Plan, the Retention RSUs and the Retention Options do not constitute a portion of the Merger Consideration and are not included as Fully Diluted Company Units.
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Retention Equity Awards. Subject to the terms and conditions of this Agreement, the Compensation Committee of the Board of Directors of Chipotle Mexican Grill, Inc. shall grant you, as soon as reasonably practicable following the date hereof, but not later than January 15, 2018, and pursuant to the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the “Plan”): (i) 18,386 stock appreciation rights roughly equal to a grant date fair value of one million five hundred thousand dollars ($1,500,000) which utilized the closing price of the Company’s common stock on the date of grant (the “SXXXX Xxxxx”); and (ii) 4,780 shares of restricted stock equal to one million five hundred thousand dollars ($1,500,000) divided by the closing price of the Company’s common stock on the date of grant (the “Restricted Stock Grant”). The SXXXX Xxxxx shall be pursuant to a grant agreement in the form attached hereto as Exhibit A and the Restricted Stock Grant shall be pursuant to a grant agreement in the form attached hereto as Exhibit B. The SXXXX Xxxxx and the Restricted Stock Grant shall be subject to the terms and conditions of the Plan and the applicable grant agreements in all respects.
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Retention Equity Awards. (i) On the day after the Effective Date, if such date is during a Cigna open window period, or, if such day is not during an open trading window period, on the first day of an open trading window period following the Effective Date (the “Grant Date”), Executive will be granted, under the Cigna Long-Term Incentive Plan (the “Plan”), (A) two awards of Strategic Performance Shares (the “Retention SPS Awards”), one with respect to the 2017-2019 performance period (the “2017 Retention SPS Award”) and one with respect to the 2018-2020 performance period (the “2018 Retention SPS Award”), and (B) an award of restricted shares of Holdco common stock (the “Retention Restricted Stock Award” and together with the Retention SPS Awards, the “Retention Equity Awards”)). The Retention Equity Awards will be subject to terms and conditions approved by the People Resources Committee (the “PRC”) of the Board of Directors of Cigna (the “Board”), which terms and conditions will be no less favorable than those provided in the 2018 annual equity awards granted to executive officers of Cigna (the “Peer Executives”); provided, however, that the Retention Restricted Stock Award will not be eligible for accelerated vesting upon retirement.
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Retention Equity Awards. Contemporaneously with your execution of this Amendment, you will be granted the following Company equity awards, subject to the approval of the Company’s stockholders of a share reserve increase under its 2010 Stock Incentive Plan on or prior to December 31, 2014 in a sufficient amount to cover such awards: Nonstatutory Stock Option. A nonstatutory stock option to purchase 500,000 shares of the Company’s common stock to be subject to such terms and conditions as are set forth in a nonstatutory stock option agreement substantially in the form attached hereto as Exhibit A. In the event that the Company’s stockholders do not approve a share reserve increase under the 2010 Stock Incentive Plan on or prior to December 31, 2014 in a sufficient amount to cover the foregoing contemplated stock option grant, in lieu of such stock option grant, the Company will pay you cash amounts, at the times provided in the schedule below (collectively, the “Option Replacement Cash Award”), determined by multiplying (i) the excess (if any, or if none, zero) of the per share closing price of the Company’s common stock on the applicable vesting date set forth in the schedule below (or the immediately preceding trading date if such date is not a trading day) over the per share closing price of the Company’s common stock on the date of this Amendment, by (ii) the number of shares of common stock that would have become vested on the applicable vesting date set forth in the following schedule had the stock option grant contemplated by this Section 4(a) been granted on the date of this Amendment without any stockholder approval condition, subject to your continued employment on each applicable vesting date:
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Retention Equity Awards. Notwithstanding anything to the contrary in the vesting and exercisability provisions of the Retention Equity Awards, if the Executive terminates employment due to retirement on the Retirement Date and complies in full with the terms of this Agreement and the requirements of the Employment Agreement (including but not limited to the covenants in Section 7 of the Employment Agreement as amended pursuant Section 4 of this Agreement), all Retention Equity Awards shall become fully vested as of the Retirement Date, and shall become exercisable in the case of stock options, or paid in the case of restricted stock units, in substantially equal amounts on August 31st in each of 2012, 2013 and 2014 as specified in Sections 3(b)(iii)(C)(1), (2), and (3) of the Employment Agreement, and all Retention Equity Awards that are stock options shall remain exercisable until the “Grant Expiration Date” specified in the Retention Equity Award.
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Related to Retention Equity Awards

  • Company Equity Awards With respect to any stock options, restricted stock or other equity awards (the “Equity Awards”) granted pursuant to any compensation plan of the Company or its Subsidiaries providing for the issuance of Equity Awards (the “Company Plans”), (A) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective by all necessary corporate action, and (B) each such grant was made in accordance with the terms of the Company Plans and all other applicable laws and regulatory rules or requirements.

  • Equity Awards You will be eligible to receive awards of stock options or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

  • Annual Equity Awards Following the first anniversary of the Effective Date, Executive will be granted annual equity awards in an amount determined by the Board. Such awards may be in the form of options, restricted stock units, performance shares, or any other form as approved by the Board.

  • Vesting of Equity Awards Notwithstanding the provisions of any plan or agreement governing such an Award (as defined in Section 4(c)), all Awards granted to you that remain outstanding and unvested immediately prior to the occurrence of a Change in Control (as defined in Section 4(d)(i)) automatically shall vest in full upon the occurrence of the Change in Control.

  • Equity Award The Executive will be eligible to receive equity awards, if any, at such times and on such terms and conditions as the Board shall, in its sole discretion, determine.

  • Other Equity Awards Except as set forth in Sections 8(c)(ii) and 8(c)(iii), performance share awards and all other equity awards granted to the Executive by the Company which remain outstanding immediately prior to the date of termination of the Executive’s employment, as provided in Section 7(b), shall vest and be settled in accordance with their terms. The Company shall have no further obligations to the Executive as a result of termination of employment described in this Section 8(c) except as set forth in Section 12.

  • Annual Equity Award With respect to each Company fiscal year commencing during the Term, the Executive shall be eligible to receive an annual equity compensation award (each such award, an “Annual Equity Award”). The form and terms and conditions of each Annual Equity Award shall be determined by the Board (or the Compensation Committee of the Board) in its discretion and shall be set forth in one or more written award agreements between the Company and the Executive.

  • Annual Equity Grant During the first fiscal quarter of each year, or such other time as the Board, in its discretion, may determine, the Employee will receive an annual equity grant with a target value, measured as of the grant date, equal to the percentage of the Employee’s Salary determined by the Board or its designated committee, which for 2021 shall be 80% (the “Annual Equity Grant”). One-half of the Annual Equity Grant is expected to be in the form of restricted stock units or restricted share units with no performance restrictions or metrics associated with them, and which are expected to vest in three equal increments on each of the first, second and third anniversaries of the grant date. The other one-half of the Annual Equity Grant is expected to be in the form of performance shares or performance restricted stock units, which will have Board-determined performance restrictions and metrics associated with them. The determination of how many of those performance shares or performance restricted stock units have been earned will be made by the Board on or about the first anniversary of the grant date, based on the financial performance of the Company during the prior fiscal year, and any performance shares or performance stock units deemed by the Board to be earned are expected to vest in two equal increments on or about each of the second and third anniversaries of the grant date. Notwithstanding any other provision of this Agreement to the contrary, the determination of whether and when to make any Annual Equity Grant to Employee, and the design, nature and amount of any such Annual Equity Grant, shall be determined by the Board in its discretion. All Annual Equity Grants to Employee shall be subject to the terms of the grant agreement between Employer and Employee. In the event of a Change of Control, the Board or its designated committee will determine the manner in which any unvested restricted shares, performance shares, restricted stock units or other unvested equity grants will be treated, with respect to the amount and timing of the vesting of such unvested equity, to the extent that the same is not already addressed in the terms of the applicable grant agreement between the Employer and Employee.

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

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