Stock-Based Awards. The vesting of any stock-based compensation awards which constitute Section 409A Deferred Compensation and are held by the Executive, if the Executive is a Specified Employee, shall be accelerated in accordance with this Agreement to the extent applicable; provided, however, that the payment in settlement of any such awards shall occur on the Delayed Payment Date. Any stock based compensation which vests and becomes payable upon a Change in Control in accordance with Section 8(e)(i) shall not be subject to this Section 22(d).
Stock-Based Awards. The Company has established the 2004 Stock Incentive Plan ("Stock Incentive Plan"). Subject to the terms and conditions of the Stock Incentive Plan, the Executive shall be eligible to participate in the Stock Incentive Plan, and shall be eligible to receive annual stock option and/or restricted stock awards under the Stock Incentive Plan. The Compensation Committee shall approve any such awards made to the Executive pursuant to the Stock Incentive Plan.
Stock-Based Awards. (a) 2002 EQUITY INCENTIVE PLAN OPTION GRANTS. The REIT has established the 2002 Equity Incentive Plan ("Equity Incentive Plan"). Under the Original Agreement, on the closing of the 144A Offering, the REIT granted the Executive an initial grant of options (the "Initial Grant Options") to purchase 37,500 common shares of beneficial ownership of the Company, par value $.001 ("Common Shares"). The Initial Grant Options have an exercise price of $10.00 per share and a term of ten (10) years and will vest and become exercisable with respect to 25% of the underlying Common Shares on the one-year anniversary of the date of grant and 6.25% of the underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that the Executive will be 100% vested in the Initial Grant Options upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) his death, (iv) his becoming Permanently Disabled (as defined herein), or (v) the Company's failure to renew this Agreement. Executive will forfeit all vested and unvested Initial Grant Options if he is terminated at any time for Cause, and will forfeit all unvested Initial Grant Options if he voluntarily terminates his employment with the Company for any reason. The Executive shall be eligible to receive future option grants as recommended by the Chief Executive Officer, subject to review and approval by the Compensation Committee.
Stock-Based Awards. (a) At the Effective Time, all Rights with respect to Charter Common Stock pursuant to stock options granted by Charter (the “Charter Stock Options”) which are outstanding immediately prior to the Effective Time, whether or not exercisable, shall be converted at the Effective Time into an obligation of the Surviving Entity to pay (or cause to be paid) and a right of the applicable Charter Stock Option holder to receive, in full satisfaction of any Rights in respect of the Charter Stock Options, a cash payment equal to the product obtained by multiplying (i) the number of shares of Charter Common Stock underlying such Person’s Charter Stock Options by (ii) $23.00 minus the exercise price per share under such Charter Stock Options (the “Charter Stock Option Price”), subject to any income or employment tax withholding required under the Code or any provision of applicable Law. The Surviving Entity shall pay the Charter Stock Option Price owed to each holder of Charter Stock Options outstanding as of the Effective Time within ten (10) Business Days of the Effective Time (provided that Charter has timely provided to CenterState the information needed by CenterState to process payment within such period).
(b) Charter shall take all requisite action so that, as of the Effective Time, all Charter Stock Options and any other Rights, contingent or accrued, to acquire or receive Charter Common Stock or benefits measured by the value of such shares, and each award of any kind consisting of Charter Common Stock that may be held, awarded, outstanding, payable or reserved for issuance under the Charter Stock Plans, or otherwise, immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, terminated and cancelled as of the Effective Time. From and after the Effective Time, such Charter Stock Options shall represent only the right to receive the payment specified in Section 2.02(a).
(c) Effective immediately prior to the Effective Time, each share of restricted stock of Charter outstanding immediately prior thereto (the “Charter Restricted Stock”) shall become fully vested and the restrictions thereon shall lapse, and shall be treated as issued and outstanding shares of Charter Common Stock for the purposes of this Agreement, including but not limited to representing the right to receive the Merger Consideration, less any income or employment tax withholding required under the Code or any provision of applicable Law, in Section 2.01.
(d) P...
Stock-Based Awards. All stock-based awards held by the Executive will be exercisable or vested, expire or terminate in accordance with the terms of their respective grant agreements.
Stock-Based Awards. Executive shall be eligible to receive grants of stock options, performance units, stock appreciation rights, restricted stock, deferred shares, and other stock-based awards in accordance with the provisions of any stock-based award or long-term incentive plan (“Plan”) ITG may adopt or amend or supersede from time to time. The terms of such grants shall be determined by the Board of Directors (or its designee as provided in the Plan or as appointed by the Board of Directors) in accordance with the Plan, provided, however, that notwithstanding any provision of the Plan to the contrary, in the event of any termination of Executive’s employment for any reason other than for Cause pursuant to Section 9.3, or for termination of employment for other than Good Reason pursuant to Section 9.5, any stock-based award granted to Executive prior to such Termination Date shall immediately vest and be exercisable by or issued to the Executive under the Plan.
Stock-Based Awards. In the event of a Termination as set forth in paragraph 5 above, the restrictions on any outstanding stock-based awards (including, without limitation, nonqualified stock options, incentive stock options and restricted stock) granted to Executive under any incentive plan or arrangement shall lapse and such stock-based awards shall become 100% vested, and all stock options and stock appreciation rights granted to Executive shall become immediately exercisable. Notwithstanding anything to the contrary in the Executive’s stock option agreements with the Company, all such stock options shall be exercisable for a period of twelve (12) months after the date of Termination (but in no event beyond the expiration date applicable to such stock options)
Stock-Based Awards. The Parent has established the 2004 Stock Incentive Plan ("Stock Incentive Plan") for the benefit of the employees of the Parent and its subsidiaries. Subject to the terms and conditions of the Stock Incentive Plan, the Executive shall be eligible to participate in the Stock Incentive Plan, and shall be eligible to receive annual stock option and/or restricted stock awards under the Stock Incentive Plan. The Compensation Committee shall approve any such awards made to the Executive pursuant to the Stock Incentive Plan.
Stock-Based Awards. The Executive shall receive such stock option, restricted stock and other equity-based compensation awards each year as determined by the Human Resources & Compensation Committee of the Board of Directors in its sole discretion.
Stock-Based Awards. The REIT has established the 2004 Equity Incentive Plan ("Equity Incentive Plan") which provides for the grants of options to acquire shares of the Company's $.001 par value common stock (the "Common Shares"), awards of restricted Common Shares and awards of stock appreciation rights and performance units. Effective upon the consummation of the private placement offering or initial public offering, whichever occurs first, the Company has reserved for issuance to the Company's executive officers and other employees two and six-tenths percent (2.6%) of the outstanding Common Shares on a fully-diluted basis for awards of restricted Common Shares ("Restricted Share Grants"). The Executive shall be eligible to receive Restricted Share Grants as approved by the Compensation Committee, and if the Compensation Committee approves Restricted Share Grants to executives of the Company, then, as appropriate in the context, the Executive will receive Restricted Share Grants consistent with, and appropriate in respect of, his position as Executive. Restricted Share Grants awarded to the Executive shall be subject to vesting at the rate of 8.33% of the underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that the Executive will be 100% vested and all restrictions will lapse upon (i) a Change of Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) a termination by the Executive for Good Reason (as defined herein), (iv) his death, or (v) his becoming Permanently Disabled (as defined herein). The Executive will forfeit all unvested Restricted Share Grants if he is terminated for Cause or he terminates for other than Good Reason. The Common Shares issued as Restricted Share Grants will have voting and dividend rights, and, following the restriction period, shall be registered and fully transferable by the Executive.
