Stock Options and Other Incentive Compensation Sample Clauses

Stock Options and Other Incentive Compensation. To further the attainment of the Company's long-term profit and growth objectives, the Company hereby grants Executive, contemporaneously with the execution of this Agreement, options to purchase such number of shares of common stock of the Company as will convert into 1,200,000 shares of common stock (the "Common Stock") of the public entity with which the Company merges upon acquisition of the Subsidiary. The exercise price of 150,000 of such options shall be twenty-two cents and the exercise price of the remaining options shall be determined in accordance with the provisions of the Option Agreement being delivered simultaneously herewith. In addition, Executive shall be entitled to participate in all other stock option, revenue sharing, profit sharing, long-term accumulation and/or stock based plans or programs that the Company or the Subsidiary may adopt from time to time. For purposes of any Common Stock options or other similar programs to be granted hereunder, such Common Stock and rights shall be defined to include the Common Stock of any successor corporation or other entity into which the Company is merged, or which acquires substantially all the assets of the Company.
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Stock Options and Other Incentive Compensation. In addition to the cash bonus provided in Section 4.2, no later than 90 days after the end of each applicable fiscal year commencing with the year ended December 31, 2007, the Employer shall cause the Company to grant to the Executive stock options in the form attached hereto as Exhibit A to purchase 100,000 shares of Common Stock of the Company ("Common Stock") for each fiscal year during the Term in which the Employer achieves the Threshold Profits Increase. The exercise price of such options will equal the average closing price of the Common Stock on the OTC Bulletin Board during the twenty (20) trading days immediately preceding the date as of which such options are issued. For purposes of any Common Stock options or other similar programs to be granted hereunder, such Common Stock and rights shall be defined to include the Common Stock of any successor corporation or other entity into which the Company is merged, or which acquires substantially all the assets of the Company. The number of options to be granted to Executive with respect to any other period of employment which is not a full fiscal year shall be pro-rated based upon the number of days Executive is employed during such year.
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Stock Options and Other Incentive Compensation. (a) On the Effective Date, the Company shall grant the Executive options (the “Employment Options”) to acquire such number of shares of its common stock, representing 4.5% of the Company's Fully Diluted Common Stock (as hereinafter defined) on the Effective Date after giving effect to the Restructuring (as hereinafter defined) and the closing of the Company’s Convertible Debt Financing (as hereinafter defined). The Employment Options shall vest ratably over three years on each anniversary of the Effective Date. (b) In addition to the Employment Options, the Company shall grant the Executive, on the Effective Date, options (the “Performance Options”) to acquire such number of shares of its common stock, representing 4.5% of the Company's Fully Diluted Common Stock on the Effective Date after giving effect to the Restructuring (as hereinafter defined) and the closing of the Company’s Convertible Debt Financing (as hereinafter defined). 1.5% of such Performance Options shall vest upon the Company achieving the performance milestones, as set forth on Schedule I attached hereto and made a part hereof. (c) The exercise price of each of the Employment Options and the Performance Options shall be equal to $0.006222 per share (subject to adjustment for stock splits, etc.), which is the fair market value as of the Effective Date. (d) For purposes of this Section, (i) “Fully Diluted Common Stock” shall mean the aggregate of the number of shares of Company common stock outstanding determined on an as-converted basis; (ii) "Restructuring” shall mean the restructuring of the debt and equity capitalization of the Company substantially pursuant to the terms and provisions of that certain Letter of Intent, dated February 22, 2007, by and among the Company, CAMOFI Master LDC, Bushido Capital Master Fund, L.P., Gamma Opportunity Capital Partners, LC, Bridges & Pipes LLC, Bank of Brookhaven, Xxxxxxx Xxxxx, E. Key Ramsay and Xxxxxxx X. Xxxxxxx, as amended by that certain Amendment dated February 23, 2007; and (iii) “Convertible Debt Financing” shall mean the offer and sale of an aggregate of $3,000,000 principal amount of the Company senior secured convertible notes to accredited investors led by Centrecourt Asset Management LLC.
Sample 1

Related to Stock Options and Other Incentive Compensation

  • 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.

  • Bonus and Incentive Compensation Executive shall be entitled to equitable participation in incentive compensation and bonuses in any plan or arrangement of the Bank or the Company in which Executive is eligible to participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.

  • Cash and Incentive Compensation (a) All payments referenced in this Agreement are subject to applicable tax withholdings and authorized or required deductions.

  • Annual Bonus Compensation Executive shall be eligible to receive a bonus each Contract Year (“Annual Bonus”) as the Compensation Committee of the Board of Directors shall determine. Executive’s Annual Bonus shall be determined in accordance with the Company’s executive compensation policies as in effect from time to time during the Term and shall be based, in part, on his achieving his individual performance goals for the year and, in part, on the Company’s achieving its performance goals for the year.

  • Annual Incentive Compensation Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.

  • Long-Term Incentive Compensation Subject to the Executive’s continued employment hereunder, the Executive shall be eligible to participate in any equity incentive plan for executives of the Firm as may be in effect from time to time, in accordance with the terms of any such plan.

  • Recovery of Bonus and Incentive Compensation Any bonus and incentive compensation paid to you during a CPP Covered Period is subject to recovery or “clawback” by the Company if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.

  • Incentive Compensation Plan In addition to receipt of Basic Compensation under the Employment Agreement, you shall participate in the Incentive Compensation Plan for Executive Officers of the Company (the “Compensation Plan”) and shall be eligible to receive incentive compensation under the Compensation Plan as may be awarded in accordance with its terms.

  • Incentive Bonuses After the Company attains profitability, the Employee shall be eligible to be considered for an annual incentive bonus. Such bonus (if any) shall be awarded based on objective or subjective criteria established in advance by the Board or its Compensation Committee. The determinations of the Board or its Compensation Committee with respect to such bonus shall be final and binding. Except as expressly provided in this Agreement, the Employee shall not be entitled to an incentive bonus if he is not employed by the Company on the date when such bonus is payable.

  • Bonus Compensation During the term hereof, the Executive shall participate in the Company’s Senior Executive Annual Incentive Plan, as it may be amended from time to time pursuant to the terms thereof (the “Plan,” a current copy of which is attached hereto as Exhibit A) and shall be eligible for a bonus award thereunder (the “Bonus”). For purposes of the Plan, the Executive shall be eligible for a Bonus, and the Executive’s specified percentage (the “Specified Percentage”) for such Bonus shall initially be fifty percent (50%) of Base Salary and shall thereafter be established annually by the Board of Directors (the “Board”) or, if the Board delegates the Specified Percentage determination process to a Committee of the Board, by such Committee. In the event the Board or Committee does not approve the Executive’s Specified Percentage within 90 days of the beginning of a fiscal year, such Specified Percentage shall be the same as the immediately preceding year. Whenever any Bonus payable to the Executive is stated in this Agreement to be prorated for any period of service less than a full year, such Bonus shall be prorated by multiplying (x) the amount of the Bonus otherwise earned and payable for the applicable fiscal year in accordance with this Sub-Section 4.2 by (y) a fraction, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable fiscal year for which the Executive was employed by the Company. Executive agrees and understands that any prorated Bonus payments will be made only after determination of the achievement of the applicable Performance Measures (as defined in the Plan) in accordance with the terms of the Plan. Any compensation paid to the Executive as Bonus shall be in addition to the Base Salary.

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