Sign-On RSUs Sample Clauses

Sign-On RSUs. You will be granted a one-time sign-on award of seventy-five thousand (75,000) restricted stock units (the “Sign-On RSUs”). Your Sign-On RSUs will vest ratably over four (4) years, with automatic vesting upon a Change in Control of the Company (as defined in the Company’s 2016 Equity Incentive Plan).
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Sign-On RSUs. The Sign-On RSUs shall be granted as soon as practicable following execution of this Agreement but in no event prior to the date on which the shares underlying such awards are registered on Form S-8. Subject to the terms of this Agreement and the Sign-On RSUs award agreement into which Executive and the Company shall enter evidencing the grant of the Sign-On RSUs, 25% of the Sign-On RSUs shall become vested and non-forfeitable, on the grant date of the Sign-On RSUs. In addition, 2.0833% of the shares of the Sign-On RSU shall vest and become non-forfeitable on the first day of each of the first thirty-six (36) calendar months that begins after the first anniversary of the Effective Date.
Sample 1
Sign-On RSUs. On September 18, 2023, the Executive shall be granted 78,982 RSUs (the “Sign-On RSUs”) to replace certain outstanding unvested equity-based Prior Awards. The Sign-On RSUs shall be an award of time-based RSUs, which shall vest in three (3) equal annual installments on the first, second and third anniversaries of the grant date, subject to the Executive’s continued employment with the Company through the applicable vesting date. The Sign-On RSUs shall be issued under the 2023 Omnibus Plan and, except as otherwise provided herein, shall be subject to the terms and conditions of the 2023 Omnibus Plan and the award agreement evidencing the grant of such Sign-On RSUs, which award agreement shall be substantially in the form of agreement attached hereto as Exhibit B.
Sample 1
Sign-On RSUs. The Sign-On RSUs shall vest and settle in shares of Holdings common stock in two (2) equal annual installments on each of the second (2nd) and third (3rd) anniversaries of the Commencement Date, subject to Employee’s continued employment with the Company. The Sign-On RSUs shall include dividend equivalent rights with respect to the underlying shares, with such dividend amounts payable to Employee when and if the corresponding underlying shares become vested and are delivered to Employee.
Sample 1
Sign-On RSUs. On the later to occur of (X) the sixteenth (16th) trading day following the first public announcement by the Company of the Executive’s appointment as CEO (the “Announcement Date”) or (Y) the Start Date (as applicable, the “Grant Date”), the Company will grant Executive time-vesting restricted stock units (“RSUs”) for a number of shares to be determined by dividing $20,000,000 by the average daily closing price of the Company’s common stock on the Nasdaq Global Select Market for the thirty (30) trading days ending on the fifteenth (15th) trading day following the Announcement Date (the “30-Day Average”) rounded down to the nearest whole share (the “Sign–On RSUs”). The vesting commencement date of the Sign-On RSUs will be the Executive’s Start Date. 100% of the Sign-On RSUs shall vest on the one-year anniversary of the Executive’s Start Date, subject to Executive’s Continuous Service (as defined in the 2018 Plan) on such vesting date (except as set forth below in Section 7). The Sign-On RSUs will be subject to the form of award agreement previously presented to Executive.
Sample 1
Sign-On RSUs. You will be granted a one-time sign-on award of restricted stock units with an aggregate target value of $750,000 (the “Sign-On RSUs”), determined based the volume weighted average price for the Company's common stock for the ten day period prior to the Effective Date. Your Sign-On RSUs will vest ratably over three years, with automatic vesting upon a Change in Control of the Company (as defined in the Company's 2016 Equity Incentive Plan).
Sample 1
Sign-On RSUs. Your “Sign-On RSUs” shall consist of Company restricted stock units (“RSUs”) with an aggregate fair market value (as of the grant date) of Two Million Nine Hundred Thousand Dollars ($2,900,000), which shall vest 50% on the first anniversary of your Employment Date and the remaining 50% on the second anniversary of your Employment Date, provided further, that the Sign-On RSUs will accelerate in full upon a Change in Control where the Company is no longer a publicly traded company.
Sample 1
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Sign-On RSUs. Subject to the provisions of this Section 3(d)(ii), as soon as practicable after the Commencement Date, the Executive shall be granted RSUs with an aggregate grant date fair value of the Forfeited Amount (the “Sign-On RSUs”) to replace certain outstanding unvested performance shares granted to the Executive by the Prior Employer (the “Prior Equity Awards”) that he shall forfeit upon leaving the employ of the Prior Employer and future tenure-based pension accruals that he shall forfeit upon leaving the employ of the Prior Employer (the “Future Pension Accruals”). The Sign-On RSUs shall be comprised of (A) an award of performance-based RSUs with a grant date fair value equal to $8,000,000, which shall vest in three equal annual installments on the first, second and third anniversaries of the grant date, subject to the Executive’s continued employment with the Company through the applicable vesting date, and also subject to the Executive having a leadership team of “executive officers” (as such term is defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended) in place and presenting in good faith a preliminary five-year business plan to the Board, in each case prior to the first anniversary of the Commencement Date, and (B) an award of time-based RSUs with a grant date fair value equal to Forfeited Amount less $8,000,000, which shall vest in three equal annual installments on the second, third and fourth anniversaries of the grant date, subject to the Executive’s continued employment with the Company through the applicable vesting date (the “Second Make Up Grant”). The Sign-On RSUs shall be issued under the 2014 LTIP and shall be subject to the terms and conditions of the 2014 LTIP and the award agreements evidencing the grant of such Sign-On RSUs, which award agreements shall be substantially in the forms of agreements attached hereto as Exhibits F and G. Within fifteen (15) days following the date hereof, the Executive shall provide the Company with documentation from the Prior Employer that indicates the amount of the Prior Cash Awards and the Prior Equity Awards (collectively, the “Prior Awards”), and the amount of the Future Pension Accruals, that will be forfeited upon the Executive’s termination of employment from the Prior Employer and the amount of the Prior Awards and Future Pension Accruals that will not be forfeited upon such termination of
Sample 1

Related to Sign-On RSUs

  • Company RSUs (i) Except as set forth in Section 2.8 of the Company Disclosure Letter, at the Effective Time each award of Company RSUs that (A) is vested and outstanding as of immediately prior to the Effective Time or (B) pursuant to its terms as in effect as of the date hereof, would become vested as of the Effective Time (in each case, with any performance conditions applicable to such award of Company RSUs determined in accordance with the applicable award agreement relating thereto as of immediately prior to the Effective Time), will automatically, without any action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding Taxes, equal to the product of (x) the Per Share Price and (y) the total number of shares of Company Common Stock subject to such award of Company RSUs as of immediately prior to the Effective Time (the “Cash-Out RSU Consideration,” and together with the Cash-Out Option Consideration, the “Cash-Out Equity Award Consideration”). (ii) Except as set forth in Section 2.8 of the Company Disclosure Letter, at the Effective Time, each award of Company RSUs that (A) was granted prior to the date hereof and (B) is outstanding and unvested as of the Effective Time shall, by virtue of the Merger and without further action on the part of the holder thereof, be cancelled and converted into the contractual right to receive a payment in an amount in cash (without interest and subject to applicable withholding Taxes) equal to the product of (x) the Per Share Price and (y) the total number of shares of Company Common Stock subject to such award of Company RSUs as of immediately prior to the Effective Time (each, a “Converted RSU Cash Award”). Except as otherwise provided in this Section 2.8(c)(ii), each Converted RSU Cash Award shall be subject to the same terms and conditions (including time-based vesting conditions) as applied to the corresponding award of Company RSUs immediately prior to the Effective Time and will become payable to the holder thereof in accordance with the original vesting schedule applicable to the corresponding Company RSU; provided, that each Converted RSU Cash Award shall provide that the unvested portion, if any, of such Converted RSU Cash Award will immediately vest and become payable upon a termination of the holder’s employment or services by the Surviving Corporation or any of its Subsidiaries without “Cause” or a resignation by the holder for “Good Reason” (each as defined in Section 6.10(d) of the Company Disclosure Letter) that occurs within the twelve (12) month period following the Effective Time. (iii) At the Effective Time, each award of Company RSUs that is (A) granted on or after the date hereof (to the extent expressly permitted pursuant to Section 5.2(g)) and (B) outstanding and unvested as of the Effective Time shall, by virtue of the Merger and without further action on the part of the holder thereof, be assumed by Parent and converted into an Ultimate Parent restricted stock unit award (each, an “Assumed RSU Award”) on the same terms and conditions (including applicable vesting and expiration provisions) as applied to each such award of Company RSUs immediately prior to the Effective Time, except that each Assumed RSU Award shall cover that number of whole shares of Ultimate Parent Common Stock equal to the product of (x) the number of shares of Company Common Stock underlying such award of Company RSUs immediately prior to the Effective Time multiplied by (y) the Equity Award Exchange Ratio, with the result rounded down to the nearest whole number of shares of Ultimate Parent Common Stock.

  • Performance Shares Each Performance Share is a bookkeeping entry that records the equivalent of one Share. Upon the vesting of the Performance Shares as provided in Section 2, the vested Performance Shares will be settled as provided in Section 3.

  • Rights as Shareholder; Dividend Equivalents 6.1 The Participant shall not have any rights of a shareholder with respect to the Common Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such Common Shares. Upon and following the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Common Shares underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights). 6.2 In the event that the Company pays any cash dividends on its Common Shares between the Grant Date and the date when the Restricted Stock Units are settled in accordance with Section 7 hereof or are forfeited, the Participant’s Account shall be credited on the date such dividend is paid to shareholders with an amount equal to all cash dividends that would have been paid to the Participant if one Common Share had been issued on the Grant Date for each Restricted Stock Unit granted to the Participant (“Dividend Equivalents”). Dividend Equivalents shall be credited to the Participant’s Account and interest may be credited on the amount of cash Dividend Equivalents credited to the Participant’s Account at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to the Participant’s Account shall be subject to the same vesting and other restrictions as the Restricted Stock Units to which they are attributable and shall be paid on the same date that the Restricted Stock Units to which they are attributable are settled in accordance with Section 7 hereof. Dividend Equivalents credited to the Participant’s Account shall be distributed in cash or, at the discretion of the Committee, in Common Shares having a Fair Market Value equal to the amount of the Dividend Equivalents and interest, if any. Any accumulated and unpaid Dividend Equivalents attributable to Restricted Stock Units that are cancelled will not be paid and will be immediately forfeited upon cancellation of the Restricted Stock Units.

  • Stock Units As used herein, the term “Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s Common Stock (“Share”) solely for purposes of the Plan and this Award Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to this Award Agreement. The Stock Units shall not be treated as property or as a trust fund of any kind.

  • Performance Units Subject to the limitations set forth in paragraph (c) hereof, the Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.

  • Stock Rights In the event of a Change in Control, all restricted Company stock and all options, stock appreciation rights, and/or other stock rights held by Executive with respect to Company stock that are exempt from Section 409A (“Stock Rights”) which are not fully vested (and exercisable, if applicable) shall become fully vested and exercisable as of a time established by the Board, which shall be no later than a time preceding the Change in Control which allows Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the Change in Control transaction. If the Change in Control transaction is structured so that stock participating therein at one time is or may be treated differently from stock participating therein at a different time (e.g., a tender offer followed by a squeeze-out merger), the Board shall interpret this Subsection (d) to provide for the required vesting acceleration in a manner designed to allow Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the earliest portion of the Change in Control transaction. If the consummation of a Change in Control transaction is uncertain (e.g., a tender offer in which the tender of a minimum number of shares is a condition to closing, or a voted merger or proxy contest in which a minimum number of votes is a condition to closing), the Board shall apply this Subsection (d) by using its best efforts to determine if and when the Change in Control transaction is likely to close, and proceeding accordingly. To the extent necessary to implement this Subsection d), each agreement reflecting a Stock Right, and each plan, if any, pursuant to which a Stock Right is issued, if any, shall be deemed amended.

  • Dividend Equivalent Units On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the total number of Restricted Stock Units and Dividend Equivalent Units previously credited to the Participant pursuant to the Award and which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Restricted Stock Units originally subject to the Award with respect to which they have been credited.

  • Grant of Performance Stock Units Subject to the terms of this Agreement, and the Incentive Plan, effective as of the Grant Date the Participant is hereby granted [Number] Performance Stock Units (the “Target Performance Units”). This Award contains the right to dividend equivalents (“Dividend Equivalents”) with respect to Earned Performance Units (as defined in Section 3(a)) as described in Section 4. Each Performance Stock Unit awarded hereunder shall become earned and vested as described in Section 3 and each Earned Performance Unit (and associated Earned Dividend Equivalents thereon as described in Section 4) shall be settled in accordance with Section 5.

  • RSUs The Continuing Stock Units shall continue to vest in accordance with the terms of the Original RSU Award Documents, on the same basis as such stock units would have become vested if Executive had remained employed under this Agreement through the Scheduled Expiration Date. Except as otherwise expressly provided herein, all such Continuing Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents: (A) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Stock Units after the Termination Date; and (B) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms and provisions of the Original RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Stock Units as if Executive were an active employee on the date of Executive’s death. (C) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Continuing Stock Units; provided, however, that this Paragraph 5(d)(iii)(C) shall not be applicable if and to the extent, in the reasonable opinion of tax counsel to the Company, the presence of such provision would cause any stock units intended to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Date.

  • 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.

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