RSU Grants. During the Employment Term, Executive shall be entitled to receive the following grants of restricted stock units (“RSUs”) with respect to shares of the Company’s common stock (“Shares”):
(1) No later than ten (10) business days following the Commencement Date, Executive shall receive a grant of service-vesting RSUs with respect to 325,100 Shares, which shall be granted under the terms of the Company’s 2006 Employee, Director and Consultant Stock Plan, as amended and restated (the “2006 Plan”) and have a vesting commencement date of January 1, 2019 (the “0000 XXXx”). The 0000 XXXx shall vest over a three (3)-year period, with 50% of the 2019 RSUs vesting on July 1, 2020 and the remaining 50% vesting in equal quarterly installments thereafter; provided that, in the event of a termination of Executive’s employment, the 2019 RSUs shall be treated in accordance with Section 9 hereof.
(2) Upon the earlier to occur of (i) an IPO that closes on or before December 31, 2020 (a “2020 IPO”) and (ii) the execution on or before December 31, 2020 of a definitive transaction agreement to enter into a “Corporate Transaction” (as such term is defined in Exhibit B) (a “2020 Sale”), Executive shall be entitled to receive a grant of RSUs based on the percentage (not to exceed 1.5%) of the Company’s fully-diluted outstanding capital stock (not taking into account such grant or the 2020 IPO or 2020 Sale, as applicable) determined in accordance with Exhibit A (the “Equity Percentage”), as follows:
(i) RSUs granted in connection with the 2020 IPO (the “IPO RSUs”) shall be granted in the following two traches: (A) 50% of the IPO RSUs shall be granted on or promptly following the closing date of the 2020 IPO, with an Equity Percentage based on the closing price per Share on such closing date (“Tranche 1”), and (B) 50% of the IPO RSUs shall be granted on or promptly following the 180-day anniversary of the closing of the 2020 IPO, with an Equity Percentage based on the average of the five (5) highest closing prices per Share during the period beginning on the date of the Company’s first earnings release following the 2020 IPO (or the 140-day anniversary of the 2020 IPO closing date, if earlier) and ending on the 180-day anniversary of the 2020 IPO closing date (“Tranche 2”), in each case subject to Executive’s continued employment through the closing date of the 2020 IPO, other than as provided in Section 4(c)(2)(iii). The IPO RSUs shall vest and settle in Shares over the three (3)-...
RSU Grants. Executive is eligible to receive additional performance grants of one million eight hundred eighty thousand dollars ($1,880,000) annually in RSUs, at the discretion of the Compensation Committee of Root, Inc. (the “Compensation Committee”) and subject to Executive meeting performance expectations for Executive’s role. Any such grants shall be governed by the Root, Inc. 2020 Equity Incentive Plan (the “Plan”), as may be duly amended from time-to-time by the Root, Inc. Board of Directors.
RSU Grants. The Executive shall be entitled to receive RSUs in an amount equal to 4% of the outstanding Common Units (as that term is defined in the Company’s Limited Liability Company Agreement) of the Company as of the Effective Date. The RSUs will be granted as of the Effective Date (or as soon as practicable thereafter) and one-third (1/3) of such RSUs will vest on January 1, 2013. Another one-third (1/3) of the RSUs will vest on the date that is one year following the Effective Date, and the final one-third (1/3) of the RSUs will vest on the date that is two years following the Effective Date. Upon termination of the Executive’s employment with the Company, the Exceutive will retain all unvested RSUs, unless the Executive’s employment is terminated for Cause (as defined below), in which case all unvested RSUs will be forfeited.
RSU Grants. The Executive shall be entitled to receive 32.175 restricted stock units (“RSUs”) in respect of the Common Units (as that term is defined in Holdings’ Limited Liability Company Agreement) of Holdings. The RSUs will be granted as of the Effective Date (or as soon as practicable thereafter) and one-half of such grant will vest on each of the next two anniversaries of the Effective Date. Upon termination of the Executive’s employment with the Company, the Executive will retain all unvested RSUs, unless the Executive’s employment is terminated for Cause (as defined below), in which case all unvested RSUs will be forfeited. All other terms of the RSU grants will be subject to the terms of the Company’s 2012 Amended and Restated Stock Incentive Plan.
RSU Grants. In connection with your actual commencement of employment with the Company as of the Effective Date, you will be granted the following awards of restricted stock units relating to Parent’s common stock in accordance with the Francesca’s Holdings Corporation 2015 Equity Incentive Plan (the “Plan”):
(i) An award on the same terms and conditions as the annual awards of performance shares granted to the Company’s other executive officers in March 2020 for the Company’s 2020 fiscal year (including the performance metrics, goals and weightings applicable to such awards), with the target number of shares subject to such award to be determined by dividing (A) the product obtained by multiplying (x) Five Hundred Thousand Dollars ($500,000), by (y) a fraction, the numerator of which is the number of calendar days between the Effective Date and the last day of the Company’s 2020 fiscal year and the denominator of which is three hundred sixty-five (365), by (B) the closing price of a share of Parent’s common stock on The Nasdaq Stock Market on the last trading day prior to the Effective Date. Such award will be made in March 2020 in connection with the setting of the aforementioned performance metrics, goals and weightings.
(ii) An award of a number of time-vested shares determined by dividing (A) Five Hundred Thousand Dollars ($500,000), by (B) the closing price of a share of Parent’s common stock on The Nasdaq Stock Market on the last trading day prior to the Effective Date, such award to vest (x) with respect to one-third (1/3rd) of the shares on first anniversary of the Effective Date if your employment with the Company continues through the first anniversary of the Effective Date, (y) with respect to one-third (1/3rd) of the shares on the second anniversary of the Effective Date if your employment with the Company continues through the second anniversary of the Effective Date and (z) with respect to the remaining one-third (1/3rd) of the shares on the third anniversary of the Effective Date if your employment with the Company continues through the third anniversary of the Effective Date. Each of these grants will be evidenced by a Restricted Stock Unit Award Agreement, be subject to the approval of the Compensation Committee, and be in accordance with the terms and conditions of the Plan.
RSU Grants. For each Investor Designee, the Investor or its Designated Affiliate shall be entitled to receive a cash payment determined by reference to the grants of restricted stock units (“RSUs”) that the Investor Designee would otherwise have been granted for each year of service as a non-employee director of the Company under the Company’s Non-Employee Director RSU Program; provided that, for the First Service Year, for each Investor Designee, the Investor or its Designated Affiliate shall be entitled to receive a cash payment based on the pro rata portion of such RSUs based on the Appointment Date. A calculation shall be made by the Company within ten (10) days after the date on which the relevant RSUs would have vested had they actually been granted to each Investor Designee (the “Deemed Vesting Date”) to determine the cash value of such RSUs based on the price of the Company Stock on such Deemed Vesting Date and, for each Investor Designee, the Investor or its Designated Affiliate shall be entitled to a cash payment in the amount of such cash value. The foregoing cash payments shall be paid by the Company in accordance with the terms and conditions of this letter agreement within thirty (30) days after the Deemed Vesting Date. Promptly after completing such calculation, the Company shall provide the Investor with a copy of such calculation in reasonable detail (including the price of the Company Stock on the Deemed Vesting Date). As an example, if 5,000 RSUs would have been granted to each non-employee director of the Company under the Company’s Non-Employee Director RSU Program, then the Investor Designees would have each received 5,000 RSUs. If the price of the Company Stock on the Deemed Vesting Date was $30 per share, then the Investor or its Designated Affiliate would be entitled to a cash payment equal to $150,000 (5,000 x $30). At the Appointment Date, the Company’s Non-Employee Director RSU Program provided for an RSU grant to each non-employee director of the Company for each year of service as a director of the Company equal in value to $125,000 with a three (3)-year vesting period, pro-rated if a director was appointed to the Board after the date of the Company’s annual shareholders meeting for any given year. As of the November 2012 annual shareholders meeting, each non-employee director of the Company shall receive for each year of service as a director of the Company an RSU grant equal in value to $225,000 with a one-year vesting period. The Compa...
RSU Grants. Executive shall be eligible to be considered for an annual restricted stock award grant subject to the discretion of the Compensation Committee and in accordance with the Company’s long-term incentive program. The Executive was granted $50,000 of RSU’s for fiscal year 2021.
RSU Grants. Subject to Section 5(b) below, during the Interim Term, subject to approval by the Compensation Committee of the Board, for each month of service in either or both Interim Roles, the Company shall grant to the Executive ten thousand (10,000) fully-vested restricted stock units (“RSUs”) pursuant to the Company’s 2010 Incentive Award Plan (as may be amended, the “Plan”). The terms and conditions of each RSU grant shall be set forth in a separate award agreement in a form prescribed by the Company (each, an “RSU Agreement”), to be entered into by the Company and the Executive, which shall evidence the grant of RSUs. The RSUs shall be granted monthly in arrears, pro-rated for any partial month of service in either or both Interim Roles and governed in all respects by the terms and conditions of the Plan. For the avoidance of doubt, no additional RSUs shall be granted due to service in both Interim Roles and the RSU grants shall not be reduced due to service in only one Interim Role during any portion of the Interim Term.
RSU Grants. Parent shall have delivered or caused to be delivered to each Founder Key Employee an RSU Grant in the form attached hereto as Exhibits E-1 and E-2 duly executed by Parent.
RSU Grants. Executive will be granted, subject to the approval of the Compensation Committee of Root, Inc. (the “Compensation Committee”), an initial on-hire RSU grant of one million, two hundred thousand ($1,200,000) (the “On-Hire Grant”). Beginning in calendar year 2023, Executive is eligible to receive performance grants of one million, eight hundred thousand dollars ($1,800,000) annually in RSUs (the “Annual Grant”), at the discretion of the Compensation Committee and subject to Executive meeting performance expectations for Executive’s role. Any such grants shall be governed by the Root, Inc. 2020 Equity Incentive Plan (the “Plan”), as may be duly amended from time-to-time by the Root, Inc. Board of Directors. Subject to the foregoing, including Executive’s Continuous Service (as defined in the Plan) as of each such date, the Annual Grant will vest on the following schedule: one-quarter on the first anniversary of the grant date and the remainder quarterly thereafter; and the On-Hire Grant will vest on the following schedule: one-half on the first anniversary of the grant date, and the remainder on the second anniversary of the grant date.
