Share Grants Clause Samples

Share Grants. Unless otherwise approved by the Board (including the affirmative vote of at least one Series A Director), all future employees of the Company who shall purchase, or receive options to purchase, Ordinary Shares following the Signing Date shall be required to execute share purchase or option agreements providing for (a) vesting of shares over a four (4) year period with the first fifty percent (50%) of such shares vesting following two (2) years of continued employment or services, and the remaining shares vesting in equal annual installments over the following two (2) years thereafter and (b) a one hundred eighty (180) day lockup period (plus an additional period of up to eighteen (18) days) in connection with the Company’s initial public offering. The Company shall retain a right of first refusal on transfers until the Company’s initial public offering and the right to repurchase unvested shares at cost.

Share Grants. (a) (i) On January 30, 2012, February 4, 2013 and February 3, 2014 (each, a “Performance Award Date”), the Company shall grant to the Executive the 2012 Performance Shares (as defined below), the 2013 Performance Shares (as defined below) and the 2014 Performance Shares (as defined below), respectively, pursuant to Performance Stock Award Agreements containing the same terms and conditions as set forth in the Performance Stock Award Agreement between the Company and the Executive in the form of Exhibit B hereto (except that (i) the Operating Income targets set forth in Appendix A of such Performance Stock Award Agreements shall be the threshold, target and maximum targets established by the Board or an appropriate committee thereof for the Company’s fiscal years ending February 2, 2013, February 1, 2014 and January 31, 2015, respectively, which targets shall be the same as the targets established for all other senior executive officers of the Company, (it being understood and agreed that in the event that such targets have not been established on any Award Date, (a) the Company shall nonetheless grant the applicable Performance Shares to the Executive and the Company shall nonetheless execute and deliver to the Executive a Performance Stock Award Agreement, all on the applicable Performance Award Date, and (b) the parties agree to attach a completed Appendix A to the applicable Performance Stock Award Agreement setting forth the applicable threshold, target and maximum targets when established), (ii) the “Award Date” in Appendix A shall be the applicable Performance Award Date, (iii) the “Performance Period” in Appendix A shall be the fiscal year commencing on the date which is one day prior to the applicable Performance Award Date, and (iv) the “Delivery Date” in respect of the 2014 Performance Award shall be in April 2017, but in no event later than April 15, 2017).

Share Grants. RMR will recommend to the Board of Directors and the Boards of Trustees of The RMR Group Inc. (“RMR Inc.”), Service Properties Trust, Diversified Healthcare Trust, Office Properties Income Trust, Industrial Logistics Properties Trust and Seven Hills Realty Trust (together, the “RMR Public Companies”), as applicable, that all of your existing share grants vest (which vesting includes the lifting of any restrictions) immediately in full upon the later of the Separation Date and the date of the applicable board approval and that you be permitted to settle any resulting tax liability with vesting shares, commonly referred to as “net share settlement,” on a company-by-company basis. RMR will cooperate with you in removing any restrictive legends from your vested shares in the RMR Public Companies. You agree for the benefit of the applicable RMR Public Company that, for as long as you own the shares referenced above in the RMR Public Companies, your shares shall be voted at any meeting of the shareholders of the RMR Public Companies or in connection with any consent solicitation or other action by shareholders in favor of all nominees for director and all proposals recommended by the Board of Directors or Trustees in the proxy statement for such meeting or materials for such written consent or other action. This obligation does not apply to your estate. If your shares are not voted in accordance with this covenant and such failure continues after written notice and a cure period of at least two (2) days prior to the recording of any applicable vote, you agree to pay liquidated damages to the applicable RMR Public Company in an amount equal to the market value of the shares not so voted. For the avoidance of doubt, this provision is for the benefit of each RMR Public Company only with respect to your shares in such company and is not an agreement with RMR. You understand and agree that, although the RMR Code of Business Conduct and Ethics will no longer apply to you after the Separation Date, you are subject to all laws and regulations with respect to all of your shares in the RMR Public Companies, including, but not limited to, those applicable to the purchase or sale of securities while in possession of material, non-public information concerning the RMR Public Companies.

Share Grants. In the event Employee is entitled to payment of a bonus pursuant to the preceding paragraph, Employee shall, concurrent with the payment of the cash bonus, also be granted shares of stock in an amount which has a value that is equal to the cash bonus. The share price that will be used for the calculation of the number of shares to be granted shall be the average of the closing price of the stock on the last 20 trading days of the fiscal year for which the bonus is due.

Share Grants. The Trust will grant the Executive Shares that have a market value of Five Hundred Thousand Dollars ($500,000) in two installments pursuant to the Trust’s Share Grant Plan, as it may be amended by the Trust from time-to-time (the “Plan”). The first installment of Shares will be granted on October 3, 2005 (“the First Share Grant”). The First Share Grant will have a market value of Three Hundred Fifty Thousand Dollars ($350,000). The second installment of shares will be granted, assuming the Executive is promoted to President and COO on or before May 31, 2006, on the date of such promotion (the “Second Share Grant”). The Second Share Grant will have a market value of One Hundred Fifty Thousand Dollars ($150,000). The First Share Grant (and, if granted, the Second Share Grant) will vest according to the following schedule: fifty percent (50%) on the Executive’s fourth anniversary of employment with the Trust, and fifty percent (50%) upon the Executive’s fifth anniversary of employment with the Trust. The Executive shall be entitled to receive any dividends earned on the Shares granted by the First and Second Share Grants without regard to the vesting schedule, i.e., at the time, and in the manner, that dividends are recognized and/or paid to other shareholders pursuant to the terms of the Plan.

Share Grants. (a) In order further to encourage Executive's enhancement of shareholder value, subject to Executive's being in the employ of the Company hereunder at the time of each event listed below in this Section 3.2 (a "Trigger Event") and subject to Section 4.4 herein, and further subject to Company shareholder approval of each share grant listed below which relates to a performance-based Trigger Event for purposes of Section 162(m) of the Internal Revenue Code, Company shall grant to Executive, on the occurrence of each Trigger Event, the number of restricted Company common shares set forth below with respect to such event. All restricted share grants hereunder shall be subject to all of the provisions of this Employment Agreement and shall be evidenced by written documents ("Grant Agreements") in such form as the Board shall, from time to time, approve containing such provisions not inconsistent with the terms of this Employment Agreement as the Board shall deem necessary or advisable. Executive shall enter into and be bound by the terms of each such Grant Agreement. All share grants hereunder shall also be made in compliance with, or pursuant to appropriate exceptions from, all applicable federal and state securities laws, and shall be subject to all such restrictions, if any, as the Company, in its discretion, deems such laws to require. Trigger Event No. of Shares ------------- ------------- 1. Within 30 days of commencement of Executive's employment hereunder (Section 2.1) 48,000 2. The first anniversary of the commencement of Executive's employment hereunder. 40,000 3. The effective date of the first registration statement filed with the Securities and Exchange Commission for an underwritten public distribution of Company common shares, by the Company, for cash. 40,000 4. The date by which Company common shares shall have had a closing price of at least $13 per share, as duly reported for trading on NASDAQ or a national securities exchange, for each of 60 consecutive trading days. 40,000 5. The Company's execution, by not later than the second anniversary of the commencement of Executive's employment hereunder, of its third agreement with a pharmaceutical, biotechnology or similar company for a development project that the Board regards as having been initiated and brought to an executed agreement with Company during Executive's employment hereunder. 48,000 (b) Upon the making of a restricted share grant, Company shall issue a certificate in the name of Exe...