Stock Grants. (a) If the Executive terminates employment with the Corporation for any reason prior to date on which his right to any Shares granted to him under Paragraph 4(b) of this Agreement becomes fully vested and nonforfeitable, the nonvested Shares shall be forfeited on the date of his termination. Notwithstanding the foregoing, if the Executive dies or becomes totally and permanently disabled (as determined by the Chairman and Chief Executive Officer) while employed by the Corporation, the Executive's rights to any Shares granted under this Agreement shall automatically become fully vested on the date he dies or becomes disabled. For purposes of this Paragraph, the Executive is "disabled" if he is incapable of performing his principal duties for the duration of this Agreement due to a physical or mental condition. (b) Notwithstanding (a) above, upon the occurrence of a Change-in-Control of the Corporation, the Shares granted to the Executive under this Agreement shall become fully vested and nonforfeitable. For purposes of this Agreement, "Change-in-Control" shall mean (i) the sale of substantially all of the assets of the Corporation to another person or entity (other than an subsidiary or other affiliate of the Corporation), (ii) the acquisition of actual or beneficial ownership of more than fifty percent of the total combined voting power of all classes of Corporation stock entitled to vote by a person or group of persons acting in concert (other than a subsidiary or other affiliate of the Corporation) who did not own more than fifty percent of such on the date of this Agreement, (iii) or the merger of the Corporation into another entity (other than a subsidiary or other affiliate of the Corporation), where the Corporation's shareholders (determined as of the date of the merger) own (directly or indirectly) less than fifty percent of the shares of the surviving entity.
Appears in 2 contracts
Samples: Employment Agreement (Iatros Health Network Inc), Employment Agreement (Iatros Health Network Inc)
Stock Grants. (a) If the Executive terminates employment with the Corporation for any reason prior to date on which his right to any Shares granted to him under Paragraph 4(b) of this Agreement becomes fully vested and nonforfeitable, the nonvested Shares shall be forfeited on the date of his termination. Notwithstanding the foregoing, if the Executive dies or becomes totally and permanently disabled (as determined by the Chairman and Chief Executive OfficerCorporation's Board of Directors) while employed by the Corporation, the Executive's rights to any Shares granted under this Agreement shall automatically become fully vested on the date he dies or becomes disabled. For purposes of this Paragraph, the Executive is "disabled" if he is incapable of performing his principal duties for the duration of this Agreement due to a physical or mental condition.
(b) Notwithstanding (a) above, upon the occurrence of a Change-in-Control of the Corporation, the Shares granted to the Executive under this Agreement shall become fully vested and nonforfeitable. For purposes of this Agreement, "Change-in-Control" shall mean (i) the sale of substantially all of the assets of the Corporation to another person or entity (other than an subsidiary or other affiliate of the Corporation), (ii) the acquisition of actual or beneficial ownership of more than fifty percent of the total combined voting power of all classes of Corporation stock entitled to vote by a person or group of persons acting in concert (other than a subsidiary or other affiliate of the Corporation) who did not own more than fifty percent of such on the date of this Agreement, (iii) or the merger of the Corporation into another entity (other than a subsidiary or other affiliate of the Corporation), where the Corporation's shareholders (determined as of the date of the merger) own (directly or indirectly) less than fifty percent of the shares of the surviving entity.
Appears in 1 contract
Stock Grants. (a) If the Executive terminates employment with the Corporation for any reason prior to date on which his right to any Shares granted to him under Paragraph 4(b) of this Agreement becomes fully vested and nonforfeitable, the nonvested Shares shall be forfeited on the date of his termination. Notwithstanding the foregoing, if the Executive dies or becomes totally and permanently disabled (as determined by the Chairman and Chief Executive OfficerCorporation’s Board of Directors) while employed by the Corporation, the Executive's ’s rights to any Shares granted under this Agreement shall automatically become fully vested on the date he dies or becomes disabled. For purposes of this Paragraph, the Executive is "“disabled" ” if he is incapable of performing his principal duties for the duration of this Agreement due to a physical or mental condition.
(b) Notwithstanding (a) above, upon the occurrence of a Change-in-Control of the Corporation, the Shares granted grated to the Executive under this Agreement shall become fully vested and nonforfeitable. For purposes of this Agreement, "“Change-in-Control" ” shall mean (i) the sale of substantially all of the assets of the Corporation to another person or entity (other than an subsidiary or other affiliate of the Corporation), (ii) the acquisition of actual or beneficial ownership of more than fifty percent of the total combined voting power of all classes of Corporation stock entitled to vote by a person or group of persons acting in concert (other than a subsidiary or other affiliate of the Corporation) who did not own more than fifty percent of such on the date of this Agreement, (iii) or the merger of the Corporation into another entity (other than a subsidiary or other affiliate of the Corporation), where the Corporation's ’s shareholders (determined as of the date of the merger) own (directly or indirectly) less than fifty percent of the shares share of the surviving entity.
Appears in 1 contract
Stock Grants. (a) If the Executive terminates employment with the Corporation for any reason prior to date on which his right to any Shares granted to him under Paragraph 4(b) of this Agreement becomes fully vested and nonforfeitable, the nonvested Shares shall be forfeited on the date of his termination. Notwithstanding the foregoing, if the Executive dies or becomes totally and permanently disabled (as determined by the Chairman and Chief Executive Officer) while employed by the Corporation, the Executive's rights to any Shares granted under this Agreement shall automatically become fully vested on the date he dies or becomes disabled. For purposes of this Paragraph, the Executive is "disabled" if he is incapable of performing his principal duties for the duration of this Agreement due to a physical or mental condition.
(b) Notwithstanding (a) above, upon the occurrence of a Change-in-Control of the Corporation, the Shares granted to the Executive under this Agreement shall become fully vested and nonforfeitable. For purposes of this Agreement, "Change-in-Control" shall mean (i) the sale of substantially all of the assets of the Corporation to another person or entity (other than an subsidiary or other affiliate of the Corporation), (ii) the acquisition of actual or beneficial ownership of more than fifty percent of the total combined voting power of all classes of Corporation stock entitled to vote by a person or group of persons acting in concert (other than a subsidiary or other affiliate of the Corporation) who did not own more than fifty percent of such on the date of this Agreement, (iii) or the merger of the Corporation into another entity (other than a subsidiary or other affiliate of the Corporation), where the Corporation's shareholders (determined as of the date of the merger) own (directly or indirectly) less than fifty percent of the shares of the surviving entity.
Appears in 1 contract