Sign-On Equity Awards. Contemporaneously with your commencement of employment with the Company, you will be granted the following Company equity awards:
(a) An employment inducement, nonstatutory stock option to purchase 800,000 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.
(b) An employment inducement award of 400,000 restricted shares of the Company’s common stock to be subject to such terms and conditions as are set forth in a restricted stock award agreement substantially in the form attached hereto as Exhibit B.
Sign-On Equity Awards. In consideration of your accepting employment with the Company, the Company shall grant to you on the Start Date (i) options to acquire 1,800,000 shares of Company common stock (the “Sign-on Options”) and (ii) 500,000 restricted stock units in respect of Company common stock (the “Sign-on RSUs”), which, in each case, shall be granted under, and subject to the terms and conditions of, the Company Stock Plan, except as described below. The Sign-on Options shall have a strike price per Company common share equal to the Start Date Price and shall expire on the date that is the tenth anniversary of the Start Date, unless earlier exercised or forfeited. The Sign-on Options shall become vested and exercisable, subject to your continued employment with the Company, at the following times: (i) one-third of the Sign-on Options (“Tranche 1”) shall vest and become exercisable in two equal annual installments on the first two anniversaries of the Start Date, (ii) one-third of the Sign-on Options (“Tranche 2”) shall vest and become exercisable if the average of the Company’s closing common stock prices over any period of 15 consecutive trading days is at least equal to the sum of the Start Date Price plus $20 (the “First Price Target”) and (iii) one-third of the Sign-on Options (“Tranche 3”) shall vest and become exercisable if the average of the Company’s closing common stock prices over any period of 15 consecutive trading days is at least equal to the sum of the Start Date Price plus $40 (the “Second Price Target”). Notwithstanding the foregoing, the Sign-on Options shall not be exercisable, whether or not vested, prior to the second anniversary of the Start Date, except that such restriction shall not apply in the event your employment is terminated by the Company without Cause or your employment terminates because of your death or disability. The Sign-on RSUs shall vest, subject to your continued employment with the Company, in five equal annual installments on the first five anniversaries of the Start Date. The Sign-on RSUs shall include the right to receive currently (without deferral or vesting limitations) in cash the amount of any dividends paid on the underlying Company common shares. In addition, in the event of a Change in Control (as defined in the Company Stock Plan), (i) (A) 100% of the Tranche 1 Sign-on Options shall automatically vest and become exercisable, (B) 100% of the Tranche 2 Sign-on Options shall vest and become exercisable if the price per sh...
Sign-On Equity Awards. In consideration of the Executive’s entering into this Agreement and as an inducement to join the Company, the Executive shall be granted the following equity awards which are intended to be inducement awards under Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules and will be granted outside of the Amended and Restated CytoSorbents Corporation 2014 Long-Term Incentive Plan (the “LTIP”). Although granted as an inducement award outside of the Plan, the equity awards shall be subject to the terms of the LTIP as if issued thereunder. For the avoidance of doubt, references to the “date hereof” in clauses (b), (c) and (d) of this Section 4.3 shall refer to the date of this Agreement and not the date on which, if ever, such equity awards are granted following satisfaction of the condition described in the prior sentence.
(a) A signing award of 110,000 restricted stock units (“RSUs”) that vest upon the earlier of (i) a Change of Control of the Company (as defined in Section 6.6(b)), provided the Executive remains employed by the Company on such vesting date or (ii) the four (4) years anniversary from the date of grant, provided the Executive remains employed by the Company on such vesting date.
(b) An award of 65,000 RSUs that vest in equal installments of 50% each at the one-year and two-year anniversaries of the date hereof, provided the Executive remains employed by the Company on such vesting date.
(c) An award of 175,000 RSUs that vest only upon a Change of Control of the Company, provided the Executive remains employed by the Company on the date such Change of Control is consummated.
(d) A nonqualified stock option to purchase 80,000 shares of the Company’s common stock (the “Option”), with an exercise price per share equal to the fair market value of the Company’s common stock on the Option grant date, and with vesting on the following schedule: (i) 41,000 upon the six-month anniversary of the date hereof; (ii) 13,000 on the one-year anniversary of the date hereof; (iii) 13,000 on the two-year anniversary of the date hereof; and (iv) 13,000 on the three-year anniversary of the date hereof, in each case, subject to the Executive remaining employed by the Company on the applicable vesting date.
(e) A long-term nonqualified stock option to purchase shares of the Company’s common stock, with an exercise price per share equal to the fair market value of the Company’s common stock on the Option grant date, that vests subject to milestone-based vesting cond...
Sign-On Equity Awards. Effective as of the Commencement Date, the Company shall grant the Executive 200,000 restricted stock units (the “Restricted Stock Unit Award”). Accrued dividends, if any, shall be deemed reinvested in restricted stock units which shall vest at the same time and on the same schedule as do the other restricted stock units. The Restricted Stock Unit Award shall vest and the restrictions shall lapse with respect to one-fourth of the Units on each of the first four (4) anniversaries of the Commencement Date (that is, 50,000 units, plus units attributable to related accrued dividends, if any, on each of the first, second, third and fourth anniversaries of the Commencement Date); provided that, except as otherwise provided in Section 5, the Executive is employed by the Company on each such vesting date. Upon vesting, Shares representing the vested units shall be delivered to the Executive, unless the Executive files a written election to defer such receipt within 30 days of the Commencement Date. Effective as of the Commencement Date, the Company shall grant the Executive a stock option (the “Option”) to purchase an aggregate of 400,000 shares of the Company’s common stock, par value $0.01 (the “Shares”). The Option shall have a term of ten years from the date of grant, subject to earlier expiration as provided herein. The per Share exercise price of the Shares underlying the Option shall be equal to the closing price of a Share on the New York Stock Exchange on the date of grant. The Option shall vest and become exercisable with respect to one-fourth of the Shares on each of the first four (4) anniversaries of the Commencement Date (that is, 100,000 shares on each the first, second, third and fourth anniversaries of the Commencement Date); provided that, except as otherwise provided in Section 5, the Executive is employed by the Company on each such vesting date. Except as otherwise provided in Section 5, any vested and outstanding portion of the Option shall remain exercisable for 90 days following any termination of employment (but in no event beyond the original term of the Option) and the unvested portion of the Restricted Stock Unit Award shall be forfeited as of the Date of Termination.
Sign-On Equity Awards. (i) Not later than three (3) business days after the Effective Date, Executive shall be awarded a grant of ten (10) year options with respect to 750,000 shares of common stock of the Company (the “Option”) under the Stock Plan. The Option shall vest in five equal installments on the first, second, third, fourth and fifth anniversaries of the Effective Date provided that Executive is employed by the Company on the date such installment is scheduled to so vest, subject to earlier vesting under certain circumstances, as provided substantially in the form of Stock Option Agreement attached hereto as Exhibit A-1. The exercise price of the Option shall be the Fair Market Value (as defined in the Stock Plan) of such shares on the date of grant. The Option shall otherwise be subject to the terms and conditions of the Stock Plan and such Stock Option Agreement.
(ii) Not later than three (3) business days after the Effective Date, Executive shall be awarded a grant of 250,000 shares of restricted common stock of the Company (the “Restricted Stock”) under the Stock Plan. The Restricted Stock shall vest in five equal installments on the first, second, third, fourth and fifth anniversaries of the Effective Date provided that Executive is employed by the Company on the date such installment is scheduled to so vest, subject to vesting as to an additional such installment on the second anniversary and an additional such installment on the third anniversary of the Effective Date in each case upon the achievement of certain performance goals, and otherwise subject to earlier vesting under other circumstances, as provided substantially in the form of Restricted Stock Agreement attached hereto as Exhibit A-2. The Restricted Stock shall otherwise be subject to the terms and conditions of the Stock Plan and such Restricted Stock Agreement.
Sign-On Equity Awards. As of the commencement date of your employment, you will be granted under the Company's 1991 Equity and Performance Incentive Plan, as amended and restated as of January 30, 1997 (the "Equity Incentive Plan") the following awards which shall be subject to the terms and conditions of the Equity Incentive Plan and the applicable standard grant agreements in use thereunder:
a. Nonqualified stock option for 40,000 shares of the Company's common stock. Such option will become exercisable in equal installments on the first, second, third and fourth anniversaries of your employment commencement date.
Sign-On Equity Awards. Executive shall receive the following stock options and restricted stock upon the Commencement Date: Restricted Stock 6,375 Stock Options 15,400
(a) The restricted stock shall have a three-year xxxxx xxxx on March 16, 2026, and shall be valued at the closing price of BGSF common stock on each vest date.
(b) The stock options shall have a three-year xxxxx xxxx on March 16, 2026, and the exercise price shall be the closing price of BGSF common stock on the Commencement Date.
(c) The Sign-On Equity Awards will vest immediately upon termination of Employee as a result of Executive’s Death, Disability, Incapacitation or Termination By Company without Cause, or Termination by Executive for Good Reason as outlined in Section 4, or upon expiration of the Term due to Company’s election under Section 1 not to extend the Term. Executive agrees that the restricted stock and stock options shall be subject to the terms of the BGSF, Inc. 2013 Long-Term Incentive Plan, as amended (the “2013 Plan”), and Executive’s execution of any applicable award agreement as provided by BGSF, along with his execution of any other required documents evidencing such awards, as may be required of other executives at his level of authority.
Sign-On Equity Awards. On or promptly following the Commencement Date, the Company shall grant to the Employee the following equity-based incentive awards pursuant to the Company’s 2013 Stock Incentive Plan, as amended (the “Plan”): (i) four hundred fifty thousand (450,000) time-vested Non-Statutory Stock Options (as defined in the Plan), with a per-share exercise price equal to the Fair Market Value (as defined in the Plan), and (ii) five hundred fifty thousand (550,000) performance-vested Non-Statutory Stock Options, with a per-share exercise price equal to the Fair Market Value. The time-vested options shall be granted pursuant to, and governed by, the applicable publicly filed form of award agreement of the Company, and the performance-vested stock options shall be granted pursuant to, and governed by, the Company’s form of Non-statutory Stock Option Agreement as used for the Company’s April 24, 2018, grant of corporate-milestone-based performance-vested stock options to the Company’s senior management team.
Sign-On Equity Awards. As an incentive to join the Company, Executive shall receive an award of 210,000 restricted stock units from the Company (the “Sign-On Equity Award”) under the SGC 2003 Incentive Compensation Plan, as amended and restated (or any successor plan) (the “Plan”), pursuant to an award agreement to be provided by the Company and entered into by and between Company and Executive (the “Award Agreement”). The Sign-on Equity Award shall consist of 60,000 time-vesting restricted stock units (“RSUs”) and 150,000 performance conditioned RSUs. The grant of the Sign-On Equity Award will be made within ten (10) days after the Employment Start Date provided the Company is not in a blackout period on the Employment Start Date. If the Company is in a blackout period on the Employment Start Date, the grant of the Sign-On Equity Award will be made within three (3) trading days after the Company's next trading window opens. The time vesting RSUs shall vest as follows: 26,667 RSUs on June 1, 2021, 16,667 RSUs on June 1, 2022 and 16,666 RSUs on June 1, 2023, provided Executive remains employed on such dates. [Dates will be anniversaries of the Employment Start Date.] The 150,000 performance conditioned RSUs are eligible to xxxxx xxxx on the third anniversary of the grant date (the “Cliff Vesting Date”) based upon achievement of the following Attributable EBITDA (“AEBITDA”) targets for the twelve months ending March 31, 2023:
Sign-On Equity Awards. Subject to approval by the Board or the Compensation Committee (which will not be unreasonably withheld), within sixty (60) days following Commencement Date, the Executive will receive an equity grant (the “Initial Grant”) with an aggregate target value equal to approximately $2,000,000, with approximately one-half of the inducement grant to be in the form of restricted stock and one-half in the form of stock options. The number of shares of restricted stock and shares underlying stock options granted in respect of the Initial Grant shall be determined according to the Company’s customary practice for valuing equity grants and any shares of restricted stock or stock options granted in respect of the sign-on equity grants shall vest ratably on an annual basis over a period of four years from the date of the grant, so long as the Executive remains employed by the Company through the applicable vesting date. The Initial Grant will be subject to the terms of the award agreements evidencing such grants and the plan (if any) under which they are granted. In the event of a conflict between the terms of this Agreement and the terms of such agreements or plan (if any), this Agreement shall control.