Stock Options and Other Equity Compensation Sample Clauses

Stock Options and Other Equity Compensation. During the Term, Executive shall receive under the terms of the Annual Incentive Plan for each calendar year an award of stock options or other equity-based compensation in an amount equal to 50% of his Base Salary (the "Guaranteed Equity-Based Award"). If Executive meets the goals, terms and conditions to receive a Cash Bonus, he shall receive an additional award of stock options or other equity-based awards for such calendar year under the Plan in an amount equal to 50% of the Cash Bonus (the "Incentive Equity-Based Award"). For calendar year 2005, Executive will receive (a) a pro rata portion of the Guaranteed Equity-Based Award based on the number of days from the Commencement Date through December 31, 2005, divided by 365, and (b) a pro rata portion of any Incentive Equity-Based Award, with such proration determined by the Compensation Committee in its sole discretion. As an inducement to join the Company, as soon as administratively possible after the Commencement Date, the Company shall grant Executive a "Restricted Stock Grant" for 90,000 shares of Company common stock as restricted stock, which shall vest as to 33.3% of such shares one year from date of grant and an additional 33.3% of such shares two years from date of grant, and Executive shall be 100% vested in such shares three years from the date of grant. All awards under Sections 5 and 6 shall be subject to the terms of the Company's 2004 Stock Option Plan, or any successor thereto (the "Plan") and the award agreements granting such awards as determined by the Compensation Committee in its sole discretion.
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Stock Options and Other Equity Compensation. Executive shall be entitled to receive annual equity compensation grants commensurate with the equity compensation grants received by other executive officers of the Company, as determined by the Compensation Committee from time to time; provided, however, nothing contained herein shall guarantee a grant or the level of grant. All such grants are in the discretion of the Compensation Committee based on performance. All grants made by the Compensation Committee shall vest in full upon a Change in Control, Executive's termination of employment without Cause, for Good Reason, Disability or death. In addition, upon the Company's nonrenewal of this Agreement, if any shares of restricted stock have been granted to Executive and remain restricted, a certain number of outstanding shares of such restricted stock shall be deemed to have vested as of the last day of Executive's employment with the Company, the exact number of restricted shares which shall be deemed vested to be determined by multiplying the number of restricted shares granted to Executive by a fraction, the numerator of which shall be the number of days that have elapsed since the date of grant and the denominator of which shall be the total number of days in the restricted period as stated in the original grant.
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Stock Options and Other Equity Compensation. The parties hereby acknowledge and agree that the Company may in its discretion grant Executive equity-based compensation awards from time to time. Equity-based awards granted to Executive shall be subject to accelerated vesting as follows: (i) Performance stock awards granted prior to December 18, 2008, stock options and stock appreciation rights shall vest in full upon a Change in Control, Executive’s termination of employment without Cause, for Good Reason, Disability or death; and (ii) Equity-based incentive awards granted on or after December 18, 2008 that are structured to qualify as “performance-based compensation” (as described in Section 162(m)(4)(C) of the Code) (other than stock options and stock appreciation rights, which shall be subject to accelerated vesting in accordance with Section 8(a)(i) above) shall vest in full upon a Change in Control.
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Stock Options and Other Equity Compensation. Executive shall receive in each calendar year an award of stock options or other equity-based compensation under the Company's 2004 Stock Option Plan, or any successor thereto (the "Plan") in an amount equal to 60% of his Base Salary (the "Guaranteed Equity-Based Award"). Notwithstanding the prior sentence of this Section 6, for calendar year 2005 the Executive's Guaranteed Equity-Based Award shall be 160,000 shares of Company common stock as restricted stock under the Plan (the "Restricted Stock Grant"). If Executive meets the goals, terms and conditions to receive a Cash Bonus, he shall receive an additional award of stock options or other equity-based awards for such calendar year under the Plan in an amount equal to 60% of the Cash Bonus. As soon as administratively possible after the Commencement Date, the Company shall grant Executive the Restricted Stock Grant, which shall vest as to 33.3% of such shares one year from date of grant and an additional 33.3% of such shares two years from date of grant, and Executive shall be 100% vested in such shares three years from the date of grant. The Restricted Stock Grant shall be subject to the terms and conditions of the Plan and the agreement for the Restricted Stock Grant. The Restricted Stock Grant shall be deemed Executive's 2005 Guaranteed Equity-Based Award.
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Stock Options and Other Equity Compensation. Executive shall be eligible to participate and receive on a calendar year basis awards of stock options or other equity-based compensation during the Term pursuant to the Company’s 2004 Stock Option Plan or any successor thereto (the “Plan”). If Executive meets the target goals and conditions to receive the Cash Target Bonus equal to 90% of his Base Salary under the terms of the incentive plan or program of the Company, as determined by the Board or Compensation Committee in its sole discretion for the calendar year, the amount of the stock options or other equity-based awards for such calendar year under the Plan shall be an amount equal to 90% of the Executive’s Base Salary plus 90% of the Cash Target Bonus subject to in the Plan and the applicable award agreements. Notwithstanding the foregoing, for the calendar year 2004 the award to Executive under this paragraph shall be exclusively that portion of the Restricted Stock Grant as described below. On the date the Plan is effective and approved by shareholders of the Company, or as soon as possible thereafter, the Company shall grant Executive 1,000,000 shares of Company common stock as restricted stock under the Plan (the “Restricted Stock Grant”) which shall vest as to 33.3% of such shares one year from date of grant and an additional 33.3% of such shares two years from date of grant, and Executive shall be 100% vested in such shares three years from the date of grant. The Restricted Stock Grant shall be subject to the terms and conditions of the Plan and agreement for the Restricted Stock Grant. The Restricted Stock Grant shall be deemed a prepayment of the amount of the 2004 and 2005 calendar year stock option and equity-based compensation awards under the Plan pursuant to the first paragraph of Section 6 of this Agreement. For the purposes of this paragraph, the 2004 award under the first paragraph of this Section 6 shall be deemed to be 90% of Executive’s Base Salary and 90% of the Cash Target Bonus, which amount shall be $684,000. The Restricted Stock Grant shall initially be allocated to the $684,000 2004 award described in the immediately preceding sentence and the remaining portion of the Restricted Stock grant shall be considered a prepayment of the 2005 award under the first paragraph of this Section 6; for example because the amount of the 2004 award (under the first paragraph hereof) based upon 90% of Base Salary and 90% of Cash Target Bonus is $684,000, then the amount of the Restricted St...
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Stock Options and Other Equity Compensation. As of his Last Day Worked, all of Covered Executive’s Xxxxx stock options and other equity compensation will become fully vested other than (i) the Career Restricted Stock Unit Awards granted to Covered Executive on March 1, 2007 (the “Career RSU Awards”), and (ii) the Performance Restricted Stock Units granted to Covered Executive on March 1, 2007 (the “Performance RSU Awards”), each of which shall become vested and/or be forfeited to the extent provided below. The outstanding restricted stock units granted to Covered Executive on March 1, 2007 (other than the Career RSU Awards and Performance RSU Awards) and on February 22, 2006 shall be deemed fully vested as of the Last Day Worked as provided in the ESP and shall be settled in shares of Xxxxx common stock (less a number of shares with a value equal to any required tax withholdings) on September 12, 2008. The Career RSU Awards shall be vested as to 75,000 shares as of the date of this Agreement, with the settlement thereof to occur in shares of Xxxxx common stock (net of a number of shares with a value equal to any required tax withholdings) on the first business day in January 2009, and the remainder of the Career RSU Awards shall be forfeited as of the date of this Agreement. The Performance RSU Awards shall remain outstanding for the entirety of the performance period applicable thereto and, at the end of such performance period, shall vest and/or be forfeited based on the applicable performance goals as if Covered Executive had remained continuously employed by Xxxxx through the date of such settlement and/or forfeiture. Covered Executive’s Xxxxx stock options shall be exercisable until the last day of the Severance Period. As provided in the ESP, Covered Executive will not be entitled to any new equity-based compensation following the Last Day Worked. Xxxxx acknowledges that its obligations to Covered Executive with respect to the foregoing equity awards survive the Last Day Worked.
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Stock Options and Other Equity Compensation. Subject to the accelerated vesting provisions of Section 4(b) below, Executive’s options and other equity compensation awards shall be governed by the provisions of the applicable award agreements by and between Executive and the Company (the “Equity Compensation Agreements”). The vesting and exercisability of such options and any other awards shall continue during the Full-Time Employment Term and the Part-Time Employment Term, in each case subject to Executive’s continued employment with the Company through the applicable vesting dates.
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Stock Options and Other Equity Compensation 
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Related to Stock Options and Other Equity Compensation

  • Equity Compensation All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Termination.

  • Equity Incentive Awards The Executive shall be eligible to receive grants of equity-based long-term incentive awards, which may include options to purchase Company stock, performance or restricted stock units and Company restricted stock contributions to Company’s deferred compensation plan, or other equity-based awards. Such awards shall be determined in the discretion of the Board and the Executive shall be eligible for consideration for such awards in the same manner as other senior executive officers of the Company. In the event of a Change of Control in which the surviving or acquiring corporation does not assume the Executive’s outstanding equity-related awards (including options and equity-based awards granted both before and after the Effective Date) or substitute similar equity-related awards of substantially equivalent value, such equity-related awards shall immediately vest and become exercisable if the Executive’s service with the Company has not terminated before the effective date of the Change of Control; provided, however, that the foregoing provision shall only apply if the Company is not the surviving corporation or if shares of the Company’s common stock are converted into or exchanged for other securities or cash.

  • Stock Options With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Compensation of Consultant Town agrees to pay to Consultant for satisfactory completion of all services included in this Agreement a total fee of Fifty Thousand ($50,000.00) for the Project as set forth and described in Exhibit B - Compensation Schedule and incorporated herein as if written word for word. Lump sum fees shall be billed monthly based on the percentage of completion. Hourly not to exceed fees shall be billed monthly based on hours of work that have been completed. Direct Costs for expenses such as mileage, copies, scans, sub- consultants, and similar costs are included in fees and shall be billed as completed. Consultant agrees to submit statements to Town for professional services no more than once per month. These statements will be based upon Consultant's actual services performed and reimbursable expenses incurred, if any, and Town shall endeavor to make prompt payments. Each statement submitted by Consultant to Town shall be reasonably itemized to show the amount of work performed during that period. If Town fails to pay Consultant within sixty (60) calendar days of the receipt of Consultant's invoice, Consultant may, after giving ten (10) days written notice to Town, suspend professional services until paid. Nothing contained in this Agreement shall require Town to pay for any work that is unsatisfactory as reasonably determined by Town or which is not submitted in compliance with the terms of this Agreement. The Scope of Services shall be strictly limited. Town shall not be required to pay any amount in excess of the original proposed amount unless Town shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts.

  • Stock Appreciation Rights The Grantee or other person entitled to exercise this Option is further hereby granted the right ("Stock Appreciation Right") in lieu of exercising this Option or any portion thereof to receive an amount equal to the lesser of (a) the excess of the Fair Market Value of the stock subject to this Option or such portion thereof over the aggregate exercise price for such shares hereunder as of the date the Stock Appreciation Right is exercised, or (b) 200% of the aggregate exercise price for such shares hereunder. The amount payable upon exercise of such Stock Appreciation Right may be settled by payment in cash or in shares of the class then subject to this Option valued on the basis of their Fair Market Value on the date Stock Appreciation Right is exercised, or in a combination of cash and such shares so valued. No Stock Appreciation Right may be exercised, in whole or in part, (i) other than in connection with the contemporaneous surrender without exercise of this Option or the portion thereof that corresponds to the portion of the Stock Appreciation Right being exercised, or (ii) except to the extent that this Option or such portion thereof is exercisable on the date of exercise of the Stock Appreciation Right by the Person exercising the Stock Appreciation Right, or (iii) unless the class of stock then subject to this Option is then Publicly Traded.

  • Equity-Based Compensation The Executive shall retain all rights to any equity-based compensation awards to the extent set forth in the applicable plan and/or award agreement.

  • Incentive Awards a) The Executive shall participate in the Company's annual incentive plan for senior-level executives as in effect from time to time, subject to the performance standards set by the Compensation Committee. Payment of any annual incentive award shall be made at the same time that such awards are paid to other senior-level executives of the Company. The Executive's annual incentive award target shall be set by the Compensation Committee. b) The Executive shall be eligible to receive grants under the Company's long-term incentive plans as in effect from time to time; provided, however, that the size, type and other terms and conditions of any such grant to the Executive shall be determined by the Compensation Committee.

  • Equity Incentive Compensation Upon the Closing, each incentive award in respect of the common stock of Seller Parent (a “Seller Parent Equity Award”) held by a Transferred Employee shall become vested or eligible to vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on the number of days in the applicable vesting period elapsed as of the Closing Date. Effective as of the Closing, Purchaser or its Affiliates shall grant to each Transferred Employee an equity- or cash-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilities.

  • Specific Performance and other Equitable Rights It is recognized and acknowledged that a breach by any party of any material obligations contained in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Accordingly, in the event of any such breach, any aggrieved party shall be entitled to the remedy of specific performance of such obligations and interlocutory, preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity.

  • Stock Options and Restricted Stock The Company shall grant to Executive effective as of the Effective Date non-qualified stock options (to be known as the "IPO Options") to purchase, and awards of restricted stock (to be known as the "IPO Restricted Stock") for, an aggregate number of shares of the Company's no par value common stock equal to 0.65 percent of the Shares that will be outstanding immediately following the closing of the Initial Public Offering (5), with 70 percent of such Shares (rounded to the nearest 100 and being an estimated 36,400 Shares) being in the form of Stock Options and 30 percent of such Shares (rounded to the nearest 100 and being an estimated 15,600 Shares) being in the form of Restricted Stock under the Company's 2003 Stock Option and Award Plan (the "Stock Option Plan"). The IPO Options shall be at an exercise price equal to the fair market value of the Shares as determined by the offering price in the Initial Public Offering. The Shares subject to the IPO Options shall vest over three years of service and the shares of IPO Restricted Stock shall vest over four years of service after the Effective Date. The grant of the IPO Options and the IPO Restricted Stock and the exercise of the IPO Options shall be subject to all of the terms and conditions of the Stock Option Plan. Notwithstanding the forgoing, to the extent not contrary to applicable law, all of the IPO Options shall become fully vested and remain exercisable pursuant to their respective terms for the remainder of their respective Exercise Periods , and all unvested Shares, if any, of the IPO Restricted Stock shall become fully vested, effective upon termination of Executive's employment by reason of death, discharge by the Company pursuant to 3.4 (a) other than for Cause, resignation by Executive pursuant to Section 3.4(b) for Good Reason, termination by resignation or discharge for any reason other than Cause upon or after a Change in Control, or "retirement" or "disability" within the meaning of the Stock Option Plan; and all options granted after or in addition to the IPO Options, all shares of Restricted Stock awarded after or in additional to the IPO Restricted Stock, and any and all other awards to Executive pursuant to the Stock Option Plan shall be subject to such terms and conditions as shall be determined at the time of any such award under the direction of the Board pursuant to the Stock Option Plan. The Company shall exercise best efforts to register with the Securities and Exchange Commission under the Securities Act of 1933, as amended, the issuance of shares of stock issued pursuant to the Stock Option Plan and to satisfy the current public information requirements of Rule 144(c) for purpose of allowing Executive to resell such shares.

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