Stock Grant. Subject to the terms of the Plan, a copy of which has been provided to the Employee and is incorporated herein by reference, the Company grants to the Employee _________ shares of the common stock of the Company, subject to the terms and conditions and restrictions set forth below. If at any time while this Agreement is in effect (or shares of common stock granted hereunder shall be or remain unvested while Employee’s employment continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such shares, then the Committee shall make any adjustments it deems fair and appropriate (in view of such change) in the number of shares of common stock then subject to this Agreement. If any such adjustment shall result in a fractional share, such fraction shall be disregarded.
Stock Grant. Simultaneously with the consummation of the IPO, Employee will be granted that number of shares of all classes of stock of the Holding Company equal to one percent (1.0%) of the number of shares of all classes of stock of the Holding Company outstanding immediately upon consummation of the IPO. Such shares so granted shall fully and completely vest on the date of issuance.
Stock Grant. Upon the first to occur of (i) ten days after the time that AGI or any of its affiliates (other than Marvel) acquire additional shares of Marvel or (ii) eighteen months after the commencement of the Term, Marvel shall issue to the Executive shares of Marvel common stock with a value of $8,000,000 (such value to be based on the lesser of (a) the lowest price paid for shares (if any) by AGI or its affiliates after the date hereof or (b) the lower of the closing price per share as reported by The Wall Street Journal on (i) the commencement of the Term or (ii) the day that the Executive's appointment to Marvel is announced. Regardless of when issued, such shares shall vest in accordance with a vesting schedule that provides that 25% of such shares vest as of the commencement of the Term and an additional 25% vest at the end of each year of the Term. In the event of the death of the Executive during the Term or if the Term is terminated other than pursuant to Section 4.3, all shares shall vest immediately, if the Term is terminated pursuant to Section 4.3, unvested shares shall be forfeited. If such Marvel common stock is not issued in accordance with the aforementioned terms, the Company shall upon request at any time(s) during the Term after such shares should have been issued hereunder provide the Executive with a payment(s) equal to the economic benefit, if any, that would have inured to him had said shares been timely issued on said terms. If at any time(s) prior to the issuance of the shares hereunder the Executive provides to the Company a written notice that, had such shares been issued at the commencement of the Term, the Executive would have disposed of such shares on such day and the Executive would otherwise have been able at such time to sell such shares, the Company shall pay to the Executive an amount which would hold the Executive harmless and reimburse the Executive for any loss the Executive suffers due to the delay in the issuance of such shares. For purposes of the preceding sentence, it shall be assumed that the shares would have been issued at the commencement of the Term at the closing price per share on such day as reported by The Wall Street Journal. The payment to the Executive shall include the gain the Executive would have realized on such sale and shall also include any federal, state and/or local adverse tax consequences to the Executive as a result of the fact that the shares were not issued at the commencement of the Term (e.g. s...
Stock Grant. (a) Subject to the terms and conditions of this Agreement, within [***] ([***]) days of the execution of this Agreement, Licensee will issue to COH and/or such reasonable number of designees as COH may specify (provided that each such designee has: (i) demonstrated to the reasonable satisfaction of Licensee that it is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act of 1933 (the “Act”), (ii) represented to Licensee that it is acquiring the shares for investment purposes only, and (iii) acknowledged that the shares to be received are restricted securities under the Act (each such designee, an “Accredited Designee,” and together with COH, the “COH Stockholders”)), 814,905 validly issued, fully-paid, non-assessable shares of Common Stock and shall deliver to the applicable COH Stockholders stock certificates evidencing such shares. At the closing of each Qualified Financing that occurs prior to, or that causes, the achievement of the Qualified Financing Protection Ceiling, Licensee will issue to COH and/or such reasonable number of Accredited Designees as COH may specify, a number of shares of validly issued, fully-paid, non-assessable shares of Common Stock that is determined such that upon the completion of such issuance, COH and its designees will hold [***] of the total number of shares of Qualifying Stock, calculated as of immediately after the closing of such Qualified Financing (the “Measurement Date”); provided, that, if a financing causes the achievement of the Qualified Financing Protection Ceiling, only the portion of such financing as would cause the achievement of the Qualified Financing Protection Ceiling shall be deemed a “Qualified Financing” for EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. purposes of calculating the number of additional shares of Common Stock issuable to COH pursuant to this sentence, and COH shall not be entitled to any additional shares of Common Stock as a result of any proceeds to the Company in a Qualified Financing exceeding the Qualified Financing Protection Ceiling. Promptly after the applicable Measurement Date, Licensee will deliver to the applicable COH Stockholders (i) certificates representing the shares of Common Stock to be issued in accordance with the foregoing, and (ii) a certificate, execut...
Stock Grant. Subject to the terms and conditions of the Plan and as set forth herein, the Company hereby grants to the Participant, as of date hereof, the number of interests contained in the Stock Grant (the “Award”), as indicated in the Notice of Grant. MN Group will issue supporting units on a one-for-one basis to the Company for each Award hereunder, either at the time of vesting for RSUs or at the time of grant for RSSs. Upon termination of an Award, any such issued units to MNI shall be forfeited back to MN Group to the extent unvested.
Stock Grant. Promptly following execution and delivery of this Agreement and completion of all applicable registration and listing requirements, and upon Executive's payment to the Parent of the $.01 per share par value thereof, the Parent shall issue to the Executive 12,500 shares of Stock. Unless registered pursuant to applicable federal and state securities laws, such Stock shall bear a customary legend restricting transferability.
Stock Grant. Executive will be granted one hundred sixty thousand (160,000) restricted shares of Common Stock (the “Stock Grant”) as part of his equity compensation component. The stock will vest pursuant to the following schedule when the price thresholds identified immediately below have been achieved, which thresholds will be measured and approved based on a 30-trading day volume weighted average price (VWAP):
Stock Grant. The Company shall grant to Executive on the Operative Date 50,251 shares of common stock (the "Signing Bonus Shares"). The Signing Bonus Shares shall be fully vested on the Operative Date, but may not be transferred until the earlier of (i) the first anniversary of the Operative Date and (ii) Executive's termination of employment. The Company shall make a cash payment to Executive within 10 business days of the Operative Date in an amount such that after payment of all federal, state or local taxes on such amount (based upon the highest applicable marginal rate for Connecticut residents performing services in that state and net of the maximum reduction in federal income taxes attributable to the deduction of such state and local taxes), Executive is left with an amount equal to (i) the aggregate federal, state and local taxes on the Signing Bonus Shares less (ii) an amount equal to the product of (A) 15% plus the highest marginal long-term capital gains rate in Connecticut for residents performing services in that state times (B) the difference between the closing price of common stock on the Operative Date over $11.94 times (C) the number of Signing Bonus Shares (such amount in clause (ii), the "Signing Bonus Shares Capital Gains Amount"). In the event that the federal, state and local taxes (net of any reduction in federal income taxes attributable to the deduction of such state and local taxes) actually paid by Executive in excess of the Signing Bonus Shares Capital Gains Amount resulting from any payment under this Section 4(c)(i) exceed the amount paid to him by the Company in accordance with the third sentence of this Section 4(c)(i) at the time of the grant, the Company shall make an additional payment to the Executive such that Executive is left with an amount, together with the amount paid to him in accordance with the third sentence of this Section 4(c)(i), equal to the aggregate federal, state and local taxes actually paid by the Executive as a result of the receipt of the Signing Bonus Shares, less the Signing Bonus Shares Capital Gains Amount. In the event that the federal, state and local taxes (net of any reduction in federal income taxes attributable to the deduction of such state and local taxes) actually paid by Executive in excess of the Signing Bonus Shares Capital Gains Amount resulting from any payment under this Section 4(c)(i) are less than the amount paid to him by the Company in accordance with the third sentence of this Section 4...
Stock Grant. Upon the commencement of my employment under this Agreement, I will be entitled to a stock grant (“Grant”) of 1,000,000 shares of the Company’s common stock; certain percentage of the Grant shall vest and become exercisable according to the following table if I remain employed by the Company and its subsidiaries through the vesting date. December 31, 2007 80,000 shares of the Company’s common stock December 31, 2008 130,000 shares of the Company’s common stock December 31, 2009 190,000 shares of the Company’s common stock December 31, 2010 260,000 shares of the Company’s common stock December 31, 2011 340,000 shares of the Company’s common stock The Grant shall be subject to all terms of the Parent Company’s 2007 stock option/stock issuance plan or any future stock option/stock issuance plan under which it was issued.
Stock Grant. The Executive will continue to be eligible for participation in the stock incentive plan of Net 1 under the terms of the Amended and Restated Stock Incentive Plan of Net 1 UEPS Technologies, Inc. (the “Stock Incentive Plan”).
