Special Equity Grant. The Executive has received a special equity grant from the Company under the Company’s 2014 Equity Incentive Plan in the form of restricted stock units as described on Exhibit I (the “Special Equity Grant”), which Special Equity Grant will be evidenced by one or more separate award agreements.
Special Equity Grant. (a) Effective on the Commencement Date, Executive shall be granted an equity award (the "Award") under the Company's 2005 Equity Incentive Plan (as it may be amended from time to time, the "Plan") having an aggregate grant date value of $3,750,000 and consisting of a combination of (i) non-qualified stock options to purchase shares of Company common stock (the "Options") at an exercise price equal to the Fair Market Value (as defined in the Plan) of a share of Company common stock on the trading day immediately preceding the Commencement Date, and (ii) restricted stock units representing a right to receive shares of Company common stock or the value of such shares in cash on the vesting date ("RSUs"). The Fair Market Value of the Options shall be determined by the Company using Black Scholes valuation methodology and RSUs shall be valued at the Fair Market Value of the underlying shares on the trading day immediately preceding the Commencement Date. Such Options and RSUs shall not provide for “deferral of compensation” under Treasury Regulations Section 1.409A-1(b) pursuant to the exemptions described therein for certain stock rights and short-term deferrals, respectively. Prior to the Commencement Date, Executive shall have the right to choose the allocation of the Award between RSUs and Options; provided however that (i) no more than fifty percent (50%) of the aggregate grant date value of the Award may be in the form of RSUs with the remainder of the Award being in Options, and (ii) if Executive fails to notify the Company of his preferred allocation between RSUs and Options prior to the Commencement Date, the Company shall have the right to determine such allocation in its sole discretion.
(b) Options and RSUs shall be evidenced by the Company's standard forms of award agreements (related Notice of Grant and Grant Summary) consistent with the provisions of this Agreement and the Plan (each, an "Award Agreement" and collectively, the "Award Agreements"). Subject to the additional vesting and other provisions of Section 5(c) and (d) below, which shall be reflected in the Award Agreements, the Options and RSUs shall vest in five equal annual installments of twenty percent (20%) commencing on the first yearly anniversary of the Commencement Date and ending on the fifth yearly anniversary of the Commencement Date. Options shall be exercisable by Executive at any time after vesting and shall expire on the tenth yearly anniversary of the grant date (the "Expi...
Special Equity Grant. During the Employment Period, Executive shall also be eligible to receive a special equity grant (the “Special Equity Grant”) of restricted stock units (“RSUs”) within a reasonable period following the end of each of the Company’s fiscal years based on the achievement of certain bonus objectives to be reasonably determined in good faith by the CEO within the first ninety (90) days of each such fiscal year after consultation with the Executive (the “Bonus Objectives”). The Bonus Objectives shall be based primarily on objective measures of Company financial performance and may include more qualitative measures, such as Executive’s contributions to the Company, achievement of revenue and budget objectives and/or R&D deliverable goals, as to which the CEO must make a good faith assessment of the extent of Executive’s achievement. The Special Equity Grant for achievement of all Bonus Objectives, commencing in the Company’s fiscal year 2012, will be an amount of RSUs equal to fifty percent (50%) of the Annual Base Salary paid in such fiscal year and valued at the closing stock price of the Company’s common stock as of the date of grant, but the actual amount of RSUs may exceed 50% of the Annual Base Salary up to a maximum of two times the Annual Base Salary based on overachievement of the Bonus Objectives as adopted and determined by the CEO. If awarded, the RSUs for a fiscal year shall be granted in the fiscal year following such fiscal year after the CEO’s determination of the achievement of the Bonus Objectives, but no later than the 15th day of the third month of such subsequent fiscal year. All RSUs issued pursuant to this Article III (C) shall vest over 4 consecutive years, at the rate of 25% per year, beginning with the grant date, and continuing for 3 years on each successive annual 12-month anniversary date thereafter, provided that, on each such annual anniversary date, Executive is still employed on a full-time basis, by the Company, and further provided that Executive has not breached and is not in breach of this Agreement. The RSU grant shall be made at the first regularly scheduled meeting of the Board after the fiscal year financials have been confirmed and verified by the Company’s auditors, as part of the Company's Form 10-K for such fiscal year. The RSUs shall be issued out of the Shuffle Master, Inc. 2004 Equity Incentive Plan, as amended and restated on January 28, 2009 (the “Plan”). Notwithstanding the above vesting dates, and provided that ...
Special Equity Grant. Management will recommend to the Committee that, in connection with the meetings of the Board of Directors to be held on July 19-20, 2004, the Committee approve a special grant to the Executive of restricted stock units (“RSUs”) under the Company’s 1997 Equity Plan, as amended (the “Equity Plan”). The number of RSUs included in such award will be determined by dividing (i) $250,000 by (ii) the Fair Market Value of a share of the Company’s common stock (the “Common Stock”) on the date the Committee approves such award. All RSUs included in such award will vest on the first anniversary of the end of the Term (that is, on June 30, 2007); provided, however, that if the Executive has remained in continuous employment with the Company through the last day of the Term and subsequently retires from his employment with the Company before the first anniversary of the end of the Term (or if the Company terminates the Executive’s employment without Cause at any time), all such RSUs shall vest as of the effective date of the Executive’s termination of employment. Regardless of when they vest, the RSUs included in the Executive’s award shall be settled by delivery of the corresponding shares of Common Stock to the Executive on the first anniversary of the end of the Term (that is, on June 30, 2007) or as promptly thereafter as practicable, and such settlement shall be subject to the provisions of Section 5(b) below. If the Committee fails to approve the special grant of RSUs provided for in this Section 3(b), then the Company shall make a cash grant to the Executive of $250,000, subject to vesting and payment as provided in the preceding two sentences.
Special Equity Grant. You shall be entitled to receive a special award under the Company’s Equity Incentive Plan of shares of restricted Common Stock of the Company with an initial value of $[X,XXX,XXX] as of the Effective Date, subject to approval by the Board or a duly authorized committee thereof. The number of shares of restricted stock you receive will be determined based on the closing price of the Company’s Common Stock on the New York Stock Exchange on the Effective Date. The restricted stock will vest as follows: 33% will vest on March 31, 2016, 34% will vest on March 31, 2017, and the remaining 33% will vest on March 31, 2018, subject to your continued employment through such vesting dates, your continued compliance with this Agreement and the terms and conditions of the Equity Incentive Plan and the related restricted stock award agreement. Notwithstanding the preceding, in the event you are terminated by the Company not for Cause and are therefore not employed through the vesting dates, the Company shall accelerate the vesting of the remaining equity to the effective date of your termination.
Special Equity Grant. In consideration of the Executive’s entering into this Agreement and as compensation for his ongoing service, the Executive shall be granted five days after the date this Agreement is executed, under the LTIP, a restricted stock award with a grant date value of $5,000,000, determined based on Dynegy’s stock price on the date of grant, which shall become vested on April 30, 2018.
Special Equity Grant. Management will recommend to the Committee that, in connection with its meeting to be held on January 29, 2007, the Committee approve a special grant to the Executive of restricted stock units (“RSUs”) under the Company’s 1997 Equity Plan, as amended (the “Equity Plan”). The number of RSUs included in such award will be determined by dividing (i) $750,000 by (ii) the Fair Market Value of a share of the Company’s common stock (the “Common Stock”) on the date the Committee approves such award. All RSUs included in such award will vest on the third anniversary of the date of the grant ; provided, however, that if the Executive elects to retire at any time prior to the third anniversary of the date of grant, notwithstanding the foregoing or terms of the Equity Plan or award agreement, only that portion RSUs proportionate to time worked, defined as X divided by Y, (X = the number of whole months worked from the Term through the retirement date; Y = thirty-six) will vest . Regardless of when they vest, the RSUs included in the Executive’s award shall be settled by delivery of the corresponding shares of Common Stock to the Executive on July 29, 2010 or the six month anniversary of the termination of the Executive’s employment, whichever is sooner, or as promptly thereafter as practicable. Such settlement shall be subject to the provisions of Section 5(b) below.
Special Equity Grant. Subject to approval by the Board’s Compensation Committee (the “Compensation Committee”) at the first scheduled meeting after the Effective Date and pursuant to the 2004 Stock Incentive Plan, as amended and restated, or any successor plan, the Executive shall be awarded nineteen thousand four hundred eighty-one (19,481) shares of restricted stock, twenty-five percent (25%) of which shall vest one year after the grant date, twenty-five percent (25%) of which shall vest two years after the grant date, and fifty percent (50%) of which shall vest three years after the grant date. The terms of the restricted stock grant will be set out in a separate agreement, which agreement shall supersede the terms of this Agreement as to the grant. In addition, subject to approval by the Compensation Committee at the first scheduled meeting after the Effective Date and pursuant to the 2004 Stock Incentive Plan, as amended and restated, or any successor plan, the Executive shall be awarded one hundred two thousand five hundred eighty-three (102,583) stock options, thirty-three and a third percent (33 1/3%) of which shall vest one year after the grant date, thirty-three and a third percent (33 1/3%) of which shall vest two years after the xxxxx xxx and thirty-three and a third percent (33 1/3%) of which shall vest three years after the grant date. The terms of the stock option grant will be set out in a separate agreement, which agreement shall supersede the terms of this Agreement as to the grant.
Special Equity Grant. On or about February 22, 2010, subject to Employee’s continued employment with the Company through the date of grant, Employee shall be granted pursuant to the Stock Incentive Plan a number of shares of restricted common stock of the Company (the “Restricted Shares”) equal to the quotient of $9,750,000 divided by the closing price of the Company’s common stock on the primary exchange over which it is traded on the date of grant (the “Special Equity Grant”); provided that the total number of Restricted Shares shall be earned only if the maximum Performance Conditions are attained and only two-thirds of the Restricted Shares shall be earned if the target Performance Conditions are attained, as further described below. The Special Equity Grant shall have those terms and conditions as are established by the Committee and set forth in a Restricted Stock Agreement to be entered into by the Company and Employee no later than the date of grant and as is consistent with annual restricted stock awards generally granted to senior executives of the Company, but subject to the terms of this Agreement including the following terms and conditions, unless otherwise agreed in writing by the Company and Employee:
(i) Dividends paid on Restricted Shares prior to vesting shall revert to the Company, and shall never be paid to, or accumulated for the benefit of, Employee.
(ii) One-third of the Restricted Shares (“Tranche 1”) shall be subject to vesting based on Employee’s continued service through February 22, 2012 and the attainment of the applicable Performance Conditions (other than as otherwise specified in this Section 4(e)).
(iii) Two-thirds of the Restricted Shares (“Tranche 2”) shall be subject to vesting based on Employee’s continued service through February 22, 2014 and the attainment of the applicable Performance Conditions (other than as otherwise specified in this Section 4(e)).
(iv) As to the Restricted Shares in each of Tranche 1 and Tranche 2, respectively, assuming that the service condition is attained:
A. If the minimum Performance Condition is not attained, none of the Restricted Shares will vest.
B. If the minimum Performance Condition is attained but the target performance condition is not attained, one-third of the Restricted Shares will vest.
C. If the target Performance Condition is attained but the maximum performance condition is not attained, two-thirds of the Restricted Shares will vest.
D. If the maximum Performance Condition is attained, all of t...
Special Equity Grant. On, or within 5 business days following, the Effective Date, Executive shall be granted restricted stock units (“RSUs”) for 13,000 shares of BHI common stock, with half of such RSUs vesting on February 1, 2021, and the remaining half vesting on February 1, 2022. If the value of such RSUs on the grant date (determined using the volume 2
