Sign-On Restricted Stock Units Sample Clauses

Sign-On Restricted Stock Units. In consideration of the Executive’s commencement of employment with the Company, on, or as promptly as practicable following, the Closing, but no later than 30 days immediately following the Closing, the Company shall grant to the Executive an award of restricted stock units (the “Sign-On RSUs”) having a grant date fair value equal to $2,500,000. The Sign-On RSUs will vest in respect of 25% of the total number of Sign-On RSUs on each of the first four anniversaries of the Closing, subject to the Executive’s continuous services to the Company through the applicable vesting date. The Sign-On RSUs shall otherwise be subject to the terms of the plan pursuant to which they are granted and an award agreement to be entered into between the Executive and the Company and Section 4.4.2(iii) or 4.4.3(iii) (as applicable) below.
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Sign-On Restricted Stock Units. In addition to the Executive’s participation in the RSU Plan as described in Section 4(a), Company shall award the Executive a special one-time grant of restricted stock units (the “Sign-on RSUs”) on the first date of the Executive’s employment hereunder with an aggregate value on the grant date thereof equal to the monetary dollar value of $7,500,000.00. Unless the Executive’s employment is terminated by the Company with Cause (as defined below), or due to the Executive’s resignation for any reason other than for Good Reason (as defined below) prior to an applicable vesting date, the Sign-on RSUs shall vest according to the following schedule: shares having an aggregate value of $1,500,000 (i.e., twenty-percent (20%) of the aggregate Sign-on RSUs) shall vest on each of June 30, 2017, September 30, 2017, December 31, 2017, March 31, 2018, and April 30, 2018, calculated on each such vesting date based upon the average closing price of the Company’s common stock over the last ten trading days prior to such date For the avoidance of doubt, if the Company terminates the Executive’s employment for any reason other than for Cause at any time on or before June 30, 2018, or if Executive resigns for Good Reason at any time before June 30, 2018, the Sign-on RSUs shall, to the extent not already vested, continue to vest according to the schedule described above. Moreover, the Sign-on RSUs shall vest in full on the date that is sixty (60) days following a Change of Control (defined below) of the Company provided that the Executive is employed by the Company at the time of such Change of Control. At the Company’s sole discretion, the Sign-on RSUs may be settled in cash or shares of the Company’s common stock, and so paid or granted to Executive (or, in the event of Executive’s death, to Executive’s estate). The Sign-on RSUs shall be evidenced by the Company’s standard form of restricted stock unit award agreement with such modifications as necessary to conform to the terms and conditions of this Agreement.
Sample 1Sample 2
Sign-On Restricted Stock Units. In addition to the Executive’s participation in the RSU Plan as described in Section 4(a), the Executive shall be eligible to receive a special one-time grant of restricted stock units (the “Sign-on RSUs”) on the first date of the Executive’s employment hereunder with an aggregate value on the grant date thereof equal to $3,500,000. Unless the Executive’s employment is terminated by the Company with Cause (defined below), or due to the Executive’s resignation for any reason prior to an applicable vesting date, the Sign-on RSUs shall vest according to the following schedule: shares having an aggregate value of $700,000 (i.e., twenty-percent (20%) of the aggregate Sign-on RSUs) shall vest on each of December 31, 2016, March 31, 2017, June 30, 2017, September 30, 2017, and December 31, 2017, calculated on each such vesting date based upon the average closing price of the Company’s common stock over the last ten trading days prior to such date. For the avoidance of doubt, if the Company terminates the Executive’s employment without Cause at any time on or before December 31, 2017, the Sign-on RSUs shall, to the extent not already vested, continue to vest according to the schedule described above. Moreover, the Sign-on RSUs shall vest in full on the date that is sixty (60) days following a Change of Control (defined below) of the Company provided that the Executive is employed by the Company at the time of such Change of Control. At the Company’s sole discretion, the Sign-on RSUs may be settled in cash or shares of the Company’s common stock. The Sign-on RSUs shall be evidenced the Company’s standard form of restricted stock unit award agreement with such modifications as necessary to conform to the terms and conditions of this Section 4(b).
Sample 1Sample 2
Sign-On Restricted Stock Units. On the Start Date, Executive will receive an award with a value on the date of grant of $2,500,000 of restricted stock units (otherwise known as deferred stock awards) (“RSUs”) under the terms and conditions of a Stock Award Agreement and the related Company Stock Incentive Plan. Such RSUs shall vest in equal increments on each of the first, second and third year anniversaries of the Start Date, respectively.
Sample 1
Sign-On Restricted Stock Units. Subject to the approval of the Company’s Board of Directors, its Compensation Committee or either’s authorized designee (within 30 days of your employment start date), you will be granted an award of Sign-On Restricted Stock Units (the “SORSUs”) having a grant value of US$1,200,000 (the “SORSU Grant Value”), with the number of shares subject to the SORSUs equal to the SORSU Grant Value divided by the average of the closing prices of the Company’s common stock (as reported on the New York Stock Exchange or such other exchange on which the Company lists its shares of common stock) for the 90-day period (calendar days) ending on the date that is two trading days prior to the grant date (rounding up to the nearest whole number). Note the SORSU Grant Value is not a reflection or prediction of the value that the SORSUs may ultimately convey to you. The SORSUs will be granted under and subject to the terms and conditions of the Company’s 2018 Equity Incentive Plan, as amended (the “Plan”), and a notice of restricted stock unit award and restricted stock unit agreement (collectively, the “SORSU Award Agreement”). As will be more fully described in the SORSU Award Agreement, the SORSUs shall vest as follows: all of the SORSUs shall vest if you remain in continuous service as an employee or consultant through the first Quarterly Installment Date that occurs on or after your vesting commencement date. “Quarterly Installment Date” shall mean each March 10, June 10, September 10 and December 10, as applicable. If your employment ends for any reason (other than a Qualified Termination) on or prior to the third anniversary of your employment start date you shall be required to repay 100% of the SORSU Grant Value within 30 days of such termination. In the event your employment ends on account of your Qualified Termination, you will not be required to repay the SORSU Grant Value.
Sample 1
Sign-On Restricted Stock Units. Effective as of the Employment Date, Executive shall be granted 50,000 restricted stock units under the Company’s 2004 Equity Incentive Plan (the “Sign-On RSU Award”), pursuant to a Restricted Stock Units Agreement in substantially the form attached hereto as Exhibit C. Assuming continued employment, such restricted stock units shall vest 100% on the third anniversary of the Employment Date.
Sample 1
Sign-On Restricted Stock Units. Subject to the approval of the Board, and to incent Xx. Xxxxxx to become employed by CMI, CMI shall grant Xx. Xxxxxx 20,000 shares of restricted CMI common stock units (the “Sign-On Shares”). Except as may be expressly provided in Sections 3.3, 3.5 and 3.6 hereof, the Sign-On Shares shall be subject to a four-year vesting schedule which provides that 50% of the Sign-On Shares vest on the second anniversary date of the date of grant and the remaining Sign-On Shares vest annually over the following two-year period. Except as expressly stated in this Agreement, the Sign-On Shares shall be subject to the applicable restricted stock plan and stock grant agreement pursuant to which the Sign-On Shares are granted.
Sample 1
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Related to Sign-On Restricted Stock Units

  • Payment of Restricted Stock Units (a) The Restricted Stock Units that have become non-forfeitable pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B, (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 business days following such Change of Control or the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after the event giving rise to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be the date that is the tenth business day of the seventh month after the date of your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A of the Code).

  • Settlement of Restricted Stock Units Subject to the terms of the Plan and this Agreement, Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.

  • Restricted Stock Units Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

  • Grant of Restricted Stock Units The Corporation hereby awards to the Participant, as of the Award Date, Restricted Stock Units under the Plan. Each Restricted Stock Unit represents the right to receive one share of Common Stock on the date that unit vests in accordance with the express provisions of this Agreement. The number of shares of Common Stock subject to the awarded Restricted Stock Units, the applicable vesting schedule for those shares, the dates on which those vested shares shall become issuable to Participant and the remaining terms and conditions governing the award (the “Award”) shall be as set forth in this Agreement.

  • Award of Restricted Stock Units The Company, effective as of the date of this Agreement, hereby grants to Participant an award of Restricted Stock Units, each Restricted Stock Unit representing the right to receive one share of Common Stock on such date as set forth herein, plus an additional amount pursuant to Section 2(b) hereof, subject to the terms and conditions set forth in this Agreement.

  • Vesting of Restricted Stock Units The restrictions and conditions of Section 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in a Business Relationship (as defined in Section 3 below) on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. Incremental Number of Restricted Stock Units Vested Vesting Date The Administrator may at any time accelerate the vesting schedule specified in this Section 2.

  • Grant of Restricted Stock Unit Award The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.

  • Grant of Restricted Stock Award The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant. Notwithstanding the foregoing, the Company may in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards. If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

  • Stock Options and Restricted Stock The Company shall grant to Executive effective as of the Effective Date non-qualified stock options (to be known as the "IPO Options") to purchase, and awards of restricted stock (to be known as the "IPO Restricted Stock") for, an aggregate number of shares of the Company's no par value common stock equal to 0.65 percent of the Shares that will be outstanding immediately following the closing of the Initial Public Offering (5), with 70 percent of such Shares (rounded to the nearest 100 and being an estimated 36,400 Shares) being in the form of Stock Options and 30 percent of such Shares (rounded to the nearest 100 and being an estimated 15,600 Shares) being in the form of Restricted Stock under the Company's 2003 Stock Option and Award Plan (the "Stock Option Plan"). The IPO Options shall be at an exercise price equal to the fair market value of the Shares as determined by the offering price in the Initial Public Offering. The Shares subject to the IPO Options shall vest over three years of service and the shares of IPO Restricted Stock shall vest over four years of service after the Effective Date. The grant of the IPO Options and the IPO Restricted Stock and the exercise of the IPO Options shall be subject to all of the terms and conditions of the Stock Option Plan. Notwithstanding the forgoing, to the extent not contrary to applicable law, all of the IPO Options shall become fully vested and remain exercisable pursuant to their respective terms for the remainder of their respective Exercise Periods , and all unvested Shares, if any, of the IPO Restricted Stock shall become fully vested, effective upon termination of Executive's employment by reason of death, discharge by the Company pursuant to 3.4 (a) other than for Cause, resignation by Executive pursuant to Section 3.4(b) for Good Reason, termination by resignation or discharge for any reason other than Cause upon or after a Change in Control, or "retirement" or "disability" within the meaning of the Stock Option Plan; and all options granted after or in addition to the IPO Options, all shares of Restricted Stock awarded after or in additional to the IPO Restricted Stock, and any and all other awards to Executive pursuant to the Stock Option Plan shall be subject to such terms and conditions as shall be determined at the time of any such award under the direction of the Board pursuant to the Stock Option Plan. The Company shall exercise best efforts to register with the Securities and Exchange Commission under the Securities Act of 1933, as amended, the issuance of shares of stock issued pursuant to the Stock Option Plan and to satisfy the current public information requirements of Rule 144(c) for purpose of allowing Executive to resell such shares.

  • Grant of Restricted Share Units Subject to all of the terms and conditions of this Award Agreement and the Plan, the Company hereby grants to the Participant [ ] Class A restricted share units (the “RSUs”).

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